Real Properties. (a) The Company and each of its Subsidiaries has good and valid title in fee simple to all the Owned Real Property, free and clear of all Liens, except for Permitted Liens. The Company and each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries lease any real or personal property are in good standing and are valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with their respective terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority. (i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) the Real Property and the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operate, and (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company. (d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date. (e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies. (f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property. (g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property. (h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 2 contracts
Sources: Merger Agreement (Theragenics Corp), Merger Agreement (Michas Alexis P)
Real Properties. United has Previously Disclosed to FNB a listing of all real property owned or leased by United or any subsidiary (athe “Real Property”) The Company and each of its Subsidiaries all leases pertaining to any such Real Property to which United or any subsidiary is a party (the “Real Property Leases”). With respect to all Real Property, United or any subsidiary has good and valid title in marketable fee simple to all title to, or a valid and subsisting leasehold interest in, such Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. The Company and With respect to each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries Property Lease (i) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) there currently exists no circumstance or condition which constitutes an event of default by United or any subsidiary (as lessor or lessee) or its respective lessor or which, with the Real Property and passage of time or the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operategiving of required notices will or could constitute such an event of default, and (iii) neither subject to any required consent of United’s lessor, each such Real Property Lease may be assigned to FNB and the Company nor any Subsidiary has leased any parcel execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of United, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or any portion orders of any parcel of Real Property governmental authority, including those relating to any other person zoning, building and no other person has any rights to the useuse permits, occupancy except for such noncompliance as does not or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the CompanyUnited and its subsidiaries, there are no facts that would prevent and the Real Property from being occupied by may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Company Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or any of its Subsidiaries, as the case may be, materially adversely interferes (or will interfere after the Closing Date in Merger) with the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Datecontemplated use thereof.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 2 contracts
Sources: Merger Agreement (FNB Corp/Nc), Merger Agreement (United Financial Inc)
Real Properties. (a) The Company Mutual has Previously Disclosed to Bancorp a listing of all real property owned by Mutual (including Mutual’s banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by Mutual) (collectively, the “Mutual Real Property”) and all leases pertaining to any real property leased to Mutual or leased by Mutual to a third party (the “Mutual Real Property Leases”). With respect to each parcel of its Subsidiaries the Mutual Real Property, Mutual has good and valid title in marketable fee simple title to all the Owned Mutual Real Property, Property and owns the same free and clear of all Liensmortgages, except for Permitted Liens. The Company liens, leases, encumbrances, title defects and each exceptions to title other than (i) the lien of its Subsidiaries have good current taxes not yet due and valid leasehold interests in all Leased payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Mutual Real PropertyProperty or which do not and will not materially detract from, except for Permitted Liens. All leases under which interfere with or restrict the Company present use of the Mutual Real Property or any of its Subsidiaries future use consistent therewith. With respect to each Mutual Real Property Lease (A) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any (B) there currently exists no circumstance or condition which constitutes an event of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, Mutual (as lessor or an event lessee) or its lessor or which, with notice or lapse the passage of time or boththe giving of required notices will or could constitute such an event of default, would become a and (C) subject to any required consent of lessor, each such Mutual Real Property Lease may be assigned to Bancorp and/or M&F Bank and the execution and delivery of this Agreement, or the consummation of the transactions described herein will not and does not constitute an event of default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.Mutual Real Property Leases; and
(b) No The Mutual Real Property is subject and Mutual Real Property Leases comply in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental or regulatory authority (excluding Environmental Laws which are addressed by Section 2.22 below), including those relating to any Order to be sold or is being condemnedzoning, expropriated (or building and use permits, and the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge parcels of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Mutual Real Property and the Mutual Real Property Leases upon which Mutual’s offices or other offices are situated, or which are used by Mutual in conjunction with its banking or other offices or for other purposes, may, under applicable zoning ordinances, be used for the purposes for which it is they currently being used, are used as a matter of right rather than as a conditional or nonconforming use.
(iic) All improvements and fixtures included in or on the Mutual Real Property and the buildings thereon are in good operating condition and repair repair, ordinary wear and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operatetear excepted, and there does not exist any condition which in any material respect interferes with Mutual’s use (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as the case may be, will interfere with Bancorp’s use after the Closing Date in Merger) or affects the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Dateeconomic value thereof.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (M&f Bancorp Inc /Nc/)
Real Properties. Integrity has Previously Disclosed to FNB a listing of all real property owned or leased by Integrity or any subsidiary (athe “Real Property”) The Company and each of its Subsidiaries all leases pertaining to any such Real Property to which Integrity or any subsidiary is a party (the “Real Property Leases”). With respect to all Real Property, Integrity or any subsidiary has good and valid title in marketable fee simple to all title to, or a valid and subsisting leasehold interest in, such Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. The Company and With respect to each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries Property Lease (i) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) there currently exists no circumstance or condition which constitutes an event of default by Integrity or any subsidiary (as lessor or lessee) or its respective lessor or which, with the Real Property and passage of time or the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operategiving of required notices will or could constitute such an event of default, and (iii) neither subject to any required consent of Integrity’s lessor, each such Real Property Lease may be assigned to FNB and the Company nor any Subsidiary has leased any parcel execution and delivery of this Agreement does not constitute an event of default thereunder. The Real Property complies with all applicable federal, state and local laws, regulations, ordinances or any portion orders of any parcel of Real Property governmental authority, including those relating to any other person zoning, building and no other person has any rights to the useuse permits, occupancy except for such noncompliance as does not or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the CompanyIntegrity and its subsidiaries, there are no facts that would prevent and the Real Property from being occupied by may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Company Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or any of its Subsidiaries, as the case may be, materially adversely interferes (or will interfere after the Closing Date in Merger) with the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Datecontemplated use thereof.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 2 contracts
Sources: Merger Agreement (FNB Corp/Nc), Merger Agreement (Integrity Financial Corp)
Real Properties. (a) The Company FNB has Previously Disclosed to ACB a listing of all real property owned or leased by FNB or First National (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB Real Property”) and all leases, if any, pertaining to any such FNB Real Property to which FNB or First National is a party (the “FNB Real Property Leases”). With respect to each parcel of its Subsidiaries the FNB Real Property owned by FNB or First National, FNB or First National, as applicable, has good and valid title in marketable fee simple title to all such FNB Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liens. The Company liens, leases, encumbrances, title defects, and each exceptions to title other than (i) the lien of its Subsidiaries have good current taxes not yet due and valid leasehold interests in all Leased payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, or restrict the present or future use of the FNB Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries With respect to each FNB Real Property Lease: (A) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any ; (B) there currently exists no circumstance or condition which constitutes an event of such leases, any existing default by the Company orFNB, to the Company’s Knowledge, the counterparties thereto, First National or an event any lessor or which, with notice or lapse the passage of time or boththe giving of required notices, would become a will or could constitute such an event of default; (C) the execution and delivery of this Agreement does not constitute an event of default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had thereunder; and would not reasonably be expected to have a Company Material Adverse Effect(D) there are no provisions restricting assignment.
(b) No The FNB Real Property is subject to any Order to be sold or is being condemnedcomplies in all material respects with all applicable federal, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Propertystate, and neither the Company nor any Subsidiary has received written notice local laws, regulations, ordinances, or orders of any uncured violation governmental or regulatory authority, including those relating to zoning, building and use permits, and the parcels of any contractual or legal restrictions that preclude or restrict the ability to use the FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which it is they are currently being used, used as a matter of right rather than as a conditional or nonconforming use.
(iic) All improvements and fixtures included in or on the FNB Real Property and the buildings thereon are in good operating condition and repair repair, ordinary wear and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operatetear excepted, and there does not exist any condition which in any material respect interferes with their use by FNB and First National (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy will interfere with ACB’s or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as the case may be, American’s use after the Closing Date in Merger) or adversely affects the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Dateeconomic value thereof.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 2 contracts
Sources: Merger Agreement (FNB Bancshares Inc /Sc/), Merger Agreement (American Community Bancshares Inc)
Real Properties. (a) The No ▇▇▇▇ Group Company currently owns any real property or has in the past three years owned any real property.
(b) Each ▇▇▇▇ Group Company has a valid, binding and enforceable leasehold interest under each of its Subsidiaries has good and valid title in fee simple the real property leases to all which it is a party as of the Owned Real Propertydate hereof as a lessee (the “▇▇▇▇ Leased Properties”), free and clear of all Liens, except for Liens (other than Permitted Liens. The Company ) and each of its Subsidiaries have good the leases, lease guarantees, agreements and valid leasehold interests documents related to any ▇▇▇▇ Leased Properties to which it is a party as of the date hereof, including all amendments, letter agreements, terminations and modifications thereof (collectively, the “▇▇▇▇ Real Property Leases”), is in all Leased Real Propertyfull force and effect as of the date hereof, except for Permitted Liensinsofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. All leases ▇▇▇▇ has made available to Best Assistant true, correct and complete copies of all Material ▇▇▇▇ Real Property Leases (as defined below). No ▇▇▇▇ Group Company is in breach of or default under which the Company or any of its Subsidiaries lease any real or personal property are in good standing and are valid and effective against the Company Material ▇▇▇▇ Real Property Lease, and, to the Company’s KnowledgeKnowledge of ▇▇▇▇, the counterparties thereto, in accordance with their respective terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or lapse the passage of time or both, would become result in such a default by the Company ordefault, to the Company’s Knowledge, the counterparties thereto, other than except for such breaches or defaults under such leases which have not had and as would not individually or in the aggregate reasonably be expected to have be material to the ▇▇▇▇ Group Companies taken as a whole. The ▇▇▇▇ Leased Properties are suitable to allow the businesses of the ▇▇▇▇ Group Companies to be operated as currently conducted in all material respects. To the Knowledge of ▇▇▇▇, (i) there are no pending condemnation proceedings with respect to any of the ▇▇▇▇ Leased Properties, and (ii) the current use of the ▇▇▇▇ Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No ▇▇▇▇ Group Company Material Adverse Effect.
(b) No has received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default by any ▇▇▇▇ Group Company under any of the ▇▇▇▇ Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, norLeases and, to the Knowledge of ▇▇▇▇, no other party is in breach or default thereof, except for such breaches or defaults as would not, individually or in the Companyaggregate, reasonably be expected to be material to the ▇▇▇▇ Group Companies, taken as a whole. As of the date of this Agreement, to the Knowledge of ▇▇▇▇, no party to any ▇▇▇▇ Real Property Lease has exercised any such condemnationtermination rights with respect thereto. Schedule 5.12(b) of the ▇▇▇▇ Disclosure Letter contains a true and correct list of all Material ▇▇▇▇ Real Property Leases. Except as disclosed in Schedule 5.12(b) of the ▇▇▇▇ Disclosure Letter, expropriation no Person other than the ▇▇▇▇ Group Companies has the right to use the ▇▇▇▇ Leased Properties, except as subleased by the respective ▇▇▇▇ Group Company to a sub-lessee.
(c) Each ▇▇▇▇ Group Company has good and marketable title to, or taking been proposed a valid leasehold interest in writing by any public authority.or right to use, all of its tangible assets, free and clear of all Liens other than:
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, Permitted Liens; (ii) the Real Property rights of lessors under such tangible assets; and (iii) the buildings thereon Liens specifically identified on the Schedule 5.12(c) of the ▇▇▇▇ Disclosure Letter. The tangible assets of the ▇▇▇▇ Group Companies: (A) constitute all of the tangible assets that are currently being used for the operation of the businesses of the ▇▇▇▇ Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the ▇▇▇▇ Group Companies as currently conducted; and (B) have been maintained in accordance with generally applicable accepted industry practice, are in good operating condition and repair repair, ordinary wear and have been maintained tear excepted, and are adequate and suitable for the uses to which they are being put, in each case, in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operate, and (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Companyrespects.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 1 contract
Sources: Merger Agreement
Real Properties. United Federal has Previously Disclosed to the Holding Company a listing of all real property owned or leased by United Federal (aincluding United Federal's banking facilities and all other real estate or foreclosed properties owned by United Federal) The Company (the "Real Property") and each of its Subsidiaries all leases, if any, pertaining to any such Real Property to which United Federal is a party (the "Real Property Leases"). With respect to all Real Property owned by United Federal, United Federal has good and valid title in marketable fee simple title to all such Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not affect materially the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. The Company and With respect to each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries Property Lease (i) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) there currently exists no circumstance or condition which constitutes an event of default by United Federal or its lessor or which, with the Real Property and passage of time or the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operategiving of required notices will or could constitute such an event of default, and (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property subject to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity required consent of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property Lease may be assigned to Triangle and (iii) the current use execution and delivery of each such parcel this Agreement does not constitute an event of Leased Real Property.
(g) Section 3.17(g) default thereunder. To the knowledge of management of United Federal, the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property complies in all material respects with all applicable federal, state and includes: (i) the street address local laws, regulations, ordinances or location of each parcel of Owned Real Property, (ii) the identity orders of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Propertygovernmental authority, including those relating to zoning, building and use permits, and (iii) the current Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and, except as may have been Previously Disclosed pursuant to Paragraph 2.21 below, there does not exist any condition which interferes with United Federal's use of each such Owned Real Propertyor affects the economic value thereof.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 1 contract
Real Properties. The Twentieth Bancorp Disclosure Statement and/or its Financial Statements lists all real property owned by Twentieth Bancorp and the Bank including improvements thereon (aincluding the Bank's banking facilities and all other real estate or foreclosed properties including improvements thereon owned by the Bank) The Company ("Real Property") and each of its Subsidiaries all leases pertaining to any such Real Property to which Twentieth Bancorp or the Bank is a party ("Real Property Leases"). With respect to all Real Property, Twentieth Bancorp or the Bank has good and valid title in marketable fee simple title to all such Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. The Company and With respect to each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries Property Lease (i) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) there currently exists no circumstance or condition which constitutes an event of default by Twentieth Bancorp or the Real Property and the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operate, and Bank (iii) neither the Company nor any Subsidiary has leased any parcel as lessor or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) or its respective lessor or lessee which, with the passage of each time or the giving of required notices will or could constitute such parcel an event of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Propertydefault, and (iii) the current use execution and delivery of each such Owned Real Property.
(h) With respect to each this Agreement does not constitute an event of default thereunder. To the best of the leases knowledge and belief of management of Twentieth Bancorp and the Bank, the Real Property complies in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and use permits, and the Leased Real PropertyProperty may be used under applicable zoning ordinances for commercial purposes as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, neither ordinary wear and tear excepted, and there does not exist any condition which interferes (or will interfere after the Company nor any of its Subsidiaries has exercised Merger) with the use or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocationaffects the economic value thereof.
Appears in 1 contract
Sources: Plan of Merger and Reorganization (Horizon Bancorp Inc /Wv/)
Real Properties. The BBI Disclosure Statement and/or the BBI Financial Statements lists all real property owned by ▇▇▇▇▇▇▇, BBI and THC including improvements thereon (aincluding ▇▇▇▇▇▇▇'▇ banking facilities and all other real estate or foreclosed properties including improvements thereon owned by ▇▇▇▇▇▇▇) The Company ("Real Property") and each of its Subsidiaries all leases pertaining to any such Real Property to which ▇▇▇▇▇▇▇, BBI or THC is a party ("Real Property Leases"). With respect to all Real Property, ▇▇▇▇▇▇▇, BBI or THC has good and valid marketable title in fee simple to all such Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. The Company and With respect to each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries Property Lease (i) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) the Real Property and the buildings thereon are in good operating there currently exists no circumstance or condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operateconstitutes an event of default by ▇▇▇▇▇▇▇, and (iii) neither the Company nor any Subsidiary has leased any parcel BBI or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy THC(as lessor or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) or its respective lessor or lessee which, with the passage of each time or the giving of required notices will or could constitute such parcel an event of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Propertydefault, and (iii) the current use execution and delivery of each such Owned Real Property.
(h) With respect to each this Agreement does not constitute an event of default thereunder. To the best of the leases knowledge and belief of management of ▇▇▇▇▇▇▇ and BBI, the Real Property complies in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and use permits, and the Leased Real PropertyProperty may be used under applicable zoning ordinances for commercial purposes or its historical purpose as a matter of right rather than as a conditional or nonconforming use. Except as disclosed in the BBI Disclosure Statement, neither all improvements and fixtures included in or on the Company nor Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any of its Subsidiaries has exercised condition which interferes (or given any notice of exercise, will interfere after the Merger) with the use or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocationaffects the economic value thereof.
Appears in 1 contract
Real Properties. (a) The Company HC Financial and High Country have Previously Disclosed to Yadkin a listing of all real property owned by HC Financial or High Country (including High Country's banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by HC Financial and/or High Country) (collectively, the "High Country Real Property") and all leases pertaining to any such Real Property to which HC Financial or High Country is a party (the "Real Property Leases"). With respect to each parcel of its Subsidiaries has good and valid title in fee simple to all the Owned High Country Real Property, HC Financial and High Country have good and marketable fee simple title to the High Country Real Property and own the same free and clear of all Liensmortgages, except for Permitted Liens. The Company liens, leases, encumbrances, title defects and each exceptions to title other than (i) the lien of its Subsidiaries have good current taxes not yet due and valid leasehold interests in all Leased payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the High Country Real PropertyProperty or which do not and will not materially detract from, except for Permitted Liens. All leases under which interfere with or restrict the Company present use of the High Country Real Property or any of its Subsidiaries future use consistent therewith. With respect to each Real Property Lease (A) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any (B) there currently exists no circumstance or condition which constitutes an event of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, HC Financial or an event High Country (as lessor or lessee) or its respective lessor or which, with notice or lapse the passage of time or boththe giving of required notices will or could constitute such an event of default, would become a and (C) subject to any required consent of HC Financial's or High Country's lessor, each such Real Property Lease may be assigned to Yadkin and the execution and delivery of this Agreement does not constitute an event of default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effectthereunder.
(b) No The High Country Real Property is subject complies in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental agency or regulatory authority (excluding Environmental Laws which are addressed by Paragraph 2.21 below), including those relating to any Order to be sold or is being condemnedzoning, expropriated (or building and use permits, and the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge parcels of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the High Country Real Property upon which HC Financial's offices or High Country's banking or other offices are situated, or which are used by HC Financial or High Country in conjunction with their banking or other offices or for other purposes, may, under applicable zoning ordinances, be used for the purposes for which it is they currently being used, are used as a matter of right rather than as a conditional or nonconforming use.
(iic) All improvements and fixtures included in or on the High Country Real Property and the buildings thereon are in good operating condition and repair repair, ordinary wear and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operatetear excepted, and there does not exist any condition which in any material respect interferes with HC Financial's or High Country's respective use (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as the case may be, will interfere with Yadkin's future use consistent therewith after the Closing Date in Merger and the same manner as occupied by Bank Merger) or affects the Company or such Subsidiary immediately prior to the Closing Dateeconomic value thereof.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 1 contract
Real Properties. First Savings has Previously Disclosed to --------------- BancShares a listing as of February 28, 1997, of all real property owned by First Savings or FSB (aincluding FSB's banking facilities and all other real estate or foreclosed properties, including improvements, thereon owned by FSB) The Company and each of its Subsidiaries (the "Real Property"). With respect to all Real Property, First Savings or FSB has good and valid title in marketable fee simple title to all such Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liens. The Company and each of its Subsidiaries have good and valid leasehold interests in all Leased Real Propertyliens, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries lease any real or personal property are in good standing and are valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with their respective terms. There is not, under any of such leases, any existing default by the Company orencumbrances, title defects and exceptions to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, title other than defaults under such leases which have (I) the lien of current taxes not had yet due and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Propertypayable, and neither (II) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the Company nor any Subsidiary has received written notice value of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) the Real Property and which do not and will not materially detract from, interfere with or restrict the buildings thereon are in good operating condition present or future use of the properties subject thereto or affected thereby. Neither First Savings nor FSB is a party (whether as lessee or lessor) to any lease or rental agreement with respect to any real property. To the Best Knowledge of management of First Savings and repair and have been maintained FSB, the Real Property complies in all material respects consistent with standards generally followed in the industries in which the Company all applicable federal, state and its Subsidiaries operatelocal laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and use permits, and (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. To the Company Best Knowledge of management of First Savings and FSB, all improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any of its Subsidiaries, as the case may be, condition which in any material respect interferes with FSB's use (or will interfere with FCB's use after the Closing Date in Merger) or affects the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Dateeconomic value thereof.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 1 contract
Real Properties. The BBI Disclosure Statement and/or the BBI Financial Statements lists all real property owned by Beck▇▇▇, ▇▇I and THC including improvements thereon (aincluding Beck▇▇▇'▇ ▇▇▇king facilities and all other real estate or foreclosed properties including improvements thereon owned by Beck▇▇▇) The Company ("Real Property") and each of its Subsidiaries all leases pertaining to any such Real Property to which Beck▇▇▇, ▇▇I or THC is a party ("Real Property Leases"). With respect to all Real Property, Beck▇▇▇, ▇▇I or THC has good and valid marketable title in fee simple to all such Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. The Company and With respect to each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries Property Lease (i) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) the Real Property and the buildings thereon are in good operating there currently exists no circumstance or condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operateconstitutes an event of default by Beck▇▇▇, and (iii) neither the Company nor any Subsidiary has leased any parcel ▇▇I or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy THC(as lessor or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) or its respective lessor or lessee which, with the passage of each time or the giving of required notices will or could constitute such parcel an event of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Propertydefault, and (iii) the current use execution and delivery of each such Owned Real Property.
(h) With respect to each this Agreement does not constitute an event of default thereunder. To the best of the leases knowledge and belief of management of Beck▇▇▇ ▇▇▇ BBI, the Real Property complies in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and use permits, and the Leased Real PropertyProperty may be used under applicable zoning ordinances for commercial purposes or its historical purpose as a matter of right rather than as a conditional or nonconforming use. Except as disclosed in the BBI Disclosure Statement, neither all improvements and fixtures included in or on the Company nor Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any of its Subsidiaries has exercised condition which interferes (or given any notice of exercise, will interfere after the Merger) with the use or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocationaffects the economic value thereof.
Appears in 1 contract
Real Properties. (a) The Company Corporation does not own or have any right, title or interest in any real property, except for the Corporation's leasehold interest in the Leased Premises. OR [B] (a) Schedule "0" attached hereto lists all real property owned by the Corporation and each sets forth the legal description thereof. There are no agreements, options, contracts or commitments to sell, transfer or otherwise dispose of its Subsidiaries the Real Properties or which would restrict the ability of the Corporation to transfer the Real Properties.
(b) The Corporation is the absolute beneficial owner of, and has good and valid marketable title in fee simple to all to, the Owned Real PropertyProperties, free and clear of any and all LiensEncumbrances, except for:
(i) the Encumbrances described in Schedule "L" attached hereto;
(ii) liens for Permitted Lienscurrent taxes not yet due; and
(iii) rights of parties in possession, zoning restrictions, easements, encroachments, rights-of-way, reservations and restrictions that run with the land and minor title defects (if any) which do not, in the aggregate, materially adversely affect the validity of title to or the value or marketability of the Real Properties or materially adversely affect the use of the Real Properties as they are presently used by the Corporation in connection with the Business. Complete and correct copies of all documents creating the Encumbrances described in Schedule "L" attached hereto have been provided to the Purchaser.
(c) The Real Properties described in Schedule "0" and all buildings and structures located thereon and the conduct of the Business as presently conducted do not violate, and the use thereof in the manner in which presently used is not adversely affected by, any zoning or building laws, ordinances, regulations, covenants or official plans. The Company Corporation has not received any notification alleging any such violation. Such buildings and each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which structures do not encroach upon any lands not owned by the Company or any of its Subsidiaries lease any real or personal property are in good standing and are valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with their respective termsCorporation. There is notare no expropriation, under any of such leases, any existing default by the Company condemnation or similar proceedings pending or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge best of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary knowledge of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) the Real Property Vendor and the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operateShareholder, and (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property threatened, wi th respect to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance PoliciesReal Properties or any part thereof.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 1 contract
Sources: Share Purchase Agreement
Real Properties. (a) The Except as would not have, individually or in the aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries has good own and have valid title in fee simple to all the of their respective owned real properties (“Owned Real Property”) and have valid leasehold interests in all of their respective leased real properties (“Leased Real Property”), free and clear of all Liens, except for Permitted Liens. The Company and each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries lease any real or personal property are in good standing and are valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with their respective terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, Encumbrances (other than defaults under such leases Permitted Encumbrances and all other title exceptions, defects, encumbrances and other matters, whether or not of record, which have do not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or materially affect the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge continued use of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property property for the purposes for which it is currently being used, (ii) the Real Property and the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operate, and (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property property is currently being used by the Company.
(d) To the Knowledge Company or its Subsidiaries as of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiariesdate hereof). The Disclosure Letter includes a complete list, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parceldate hereof, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Owned Real Property and (iii) the current use of each such parcel of Leased Real Property.
(gb) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all The Owned Real Property and includes: the Leased Real Property (i) together the street address or location of each parcel of Owned “Real Property”) comprises all the freehold and leasehold premises owned, used or occupied by the Company and its Subsidiaries.
(iic) The Company and its Subsidiaries have exclusive occupation and quiet enjoyment of the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(hd) With respect to each of The Company and its Subsidiaries do not have any freehold interest in land other than the leases relating to Owned Real Property or any leasehold interest in land except for the Leased Real Property, neither the .
(e) The Company nor any of or its Subsidiaries has exercised or given have not received any notice of exercisenotices, orders, declarations, reports, determinations, or recommendations relating to the Real Property from any Government Authority in respect of which any issue remains outstanding.
(f) The Company and its Subsidiaries have not received any notice and are not aware of exercise by a landlord or sublandlord of, any option, right subsisting breaches of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocationthe leases over the Leased Real Property.
Appears in 1 contract
Sources: Equity Purchase Agreement (Primus Telecommunications Group Inc)
Real Properties. Carolina has Previously Disclosed to FNB a listing of all real property owned or leased by Carolina or any subsidiary (athe "Real Property") The Company and each of its Subsidiaries all leases pertaining to any such Real Property to which Carolina or any subsidiary is a party (the "Real Property Leases"). With respect to all Real Property, Carolina or any subsidiary has good and valid title in marketable fee simple to all title to, or a valid and subsisting leasehold interest in, such Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. The Company and With respect to each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries Property Lease (i) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) there currently exists no circumstance or condition which constitutes an event of default by Carolina or any subsidiary (as lessor or lessee) or its respective lessor or which, with the Real Property and passage of time or the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operategiving of required notices will or could constitute such an event of default, and (iii) neither subject to any required consent of Carolina's lessor, each such Real Property Lease may be assigned to FNB and the Company nor any Subsidiary has leased any parcel execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of Carolina, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or any portion orders of any parcel of Real Property governmental authority, including those relating to any other person zoning, building and no other person has any rights to the useuse permits, occupancy except for such noncompliance as does not or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the CompanyCarolina and its subsidiaries, there are no facts that would prevent and the Real Property from being occupied by may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Company Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or any of its Subsidiaries, as the case may be, materially adversely interferes (or will interfere after the Closing Date in Merger) with the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Datecontemplated use thereof.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 1 contract
Sources: Merger Agreement (FNB Corp/Nc)
Real Properties. (a) The Company SSB has Previously Disclosed to BNC a listing of all real property owned by SSB (including SSB’s banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by SSB) (collectively, the “SSB Real Property”) and all leases pertaining to any real property leased to SSB or leased by SSB to a third party (the “Real Property Leases”). With respect to each parcel of its Subsidiaries the SSB Real Property, SSB has good and valid title in marketable fee simple title to all the Owned SSB Real Property, Property and owns the same free and clear of all Liensmortgages, except for Permitted Liens. The Company liens, leases, encumbrances, title defects and each exceptions to title other than (i) the lien of its Subsidiaries have good current taxes not yet due and valid leasehold interests in all Leased payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the SSB Real PropertyProperty or which do not and will not materially detract from, except for Permitted Liens. All leases under which interfere with or restrict the Company present use of the SSB Real Property or any of its Subsidiaries future use consistent therewith. With respect to each Real Property Lease (A) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any (B) there currently exists no circumstance or condition which constitutes an event of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, SSB (as lessor or an event lessee) or its lessor or which, with notice or lapse the passage of time or boththe giving of required notices will or could constitute such an event of default, would become a and (C) subject to any required consent of lessor, each such Real Property Lease may be assigned to BNC and/or the Bank and the execution and delivery of this Agreement does not constitute an event of default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effectthereunder.
(b) No The SSB Real Property is subject and Real Property Leases comply in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental or regulatory authority (excluding Environmental Laws which are addressed by Paragraph 2.21 below), including those relating to any Order to be sold or is being condemnedzoning, expropriated (or building and use permits, and the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge parcels of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful SSB Real Property and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property Leases upon which SSB’s offices or other offices are situated, or which are used by SSB in conjunction with its banking or other offices or for other purposes, may, under applicable zoning ordinances, be used for the purposes for which it is they currently being used, are used as a matter of right rather than as a conditional or nonconforming use.
(iic) All improvements and fixtures included in or on the SSB Real Property and the buildings thereon are in good operating condition and repair repair, ordinary wear and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operatetear excepted, and there does not exist any condition which in any material respect interferes with SSB’s use (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as the case may be, will interfere with BNC’s use after the Closing Date in Merger) or affects the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Dateeconomic value thereof.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 1 contract
Sources: Merger Agreement (BNC Bancorp)
Real Properties. Carolina has Previously Disclosed to FNB a listing --------------- of all real property owned or leased by Carolina or any subsidiary (athe "Real Property") The Company and each of its Subsidiaries all leases pertaining to any such Real Property to which Carolina or any subsidiary is a party (the "Real Property Leases"). With respect to all Real Property, Carolina or any subsidiary has good and valid title in marketable fee simple to all title to, or a valid and subsisting leasehold interest in, such Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. The Company and With respect to each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries Property Lease (i) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) there currently exists no circumstance or condition which constitutes an event of default by Carolina or any subsidiary (as lessor or lessee) or its respective lessor or which, with the Real Property and passage of time or the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operategiving of required notices will or could constitute such an event of default, and (iii) neither subject to any required consent of Carolina's lessor, each such Real Property Lease may be assigned to FNB and the Company nor any Subsidiary has leased any parcel execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of Carolina, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or any portion orders of any parcel of Real Property governmental authority, including those relating to any other person zoning, building and no other person has any rights to the useuse permits, occupancy except for such noncompliance as does not or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the CompanyCarolina and its subsidiaries, there are no facts that would prevent and the Real Property from being occupied by may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Company Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or any of its Subsidiaries, as the case may be, materially adversely interferes (or will interfere after the Closing Date in Merger) with the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Datecontemplated use thereof.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 1 contract
Real Properties. (a) The Company With respect to each parcel of real property owned by Yadkin (including Yadkin's banking facilities and each of its Subsidiaries all other real estate or foreclosed properties, including improvements thereon, owned by Yadkin) (collectively, the "Yadkin Real Property"), Yadkin has good and valid title in marketable fee simple title to all the Owned Yadkin Real Property, Property and owns the same free and clear of all Liensmortgages, except for Permitted Liens. The Company liens, leases, encumbrances, title defects and each exceptions to title other than: (i) the lien of its Subsidiaries have good current taxes not yet due and valid leasehold interests in all Leased payable; and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Yadkin Real PropertyProperty or which do not and will not materially detract from, except for Permitted Liens. All leases under which interfere with or restrict the Company present use of the Yadkin Real Property or any of its Subsidiaries future use consistent therewith. With respect to each lease pertaining to any real or personal property are in good standing and are such Real Property to which Yadkin is a party (the "Real Property Leases): (A) such lease is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any ; (B) there currently exists no circumstance or condition which constitutes an event of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, Yadkin (as lessor or an event lessee) or its respective lessor or which, with notice or lapse the passage of time or both, would become a the giving of required notices will or could constitute such an event of default; and (C) the execution and delivery of this Agreement does not constitute an event of default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effectthereunder.
(b) No The Yadkin Real Property is subject complies in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental agency or regulatory authority (excluding Environmental Laws which are addressed by Paragraph 3.23 below), including those relating to any Order to be sold or is being condemnedzoning, expropriated (or building and use permits, and the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge parcels of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Yadkin Real Property upon which Yadkin's banking or other offices are situated, or which are used by Yadkin in conjunction with their banking or other offices or for other purposes, may, under applicable zoning ordinances, be used for the purposes for which it is they currently being used, are used as a matter of right rather than as a conditional or nonconforming use.
(iic) All improvements and fixtures included in or on the Yadkin Real Property and the buildings thereon are in good operating condition and repair repair, ordinary wear and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operatetear excepted, and (iii) neither the Company nor there does not exist any Subsidiary has leased any parcel or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to condition which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option material respect interferes with Yadkin's respective use or right pertaining to purchase, expansion, renewal, extension or relocationaffects the economic value thereof.
Appears in 1 contract
Real Properties. PSB has Previously Disclosed to Bancorp a listing of all real property owned or leased by PSB (athe “Real Property”) The Company and all leases pertaining to any such Real Property to which PSB is a party (the “Real Property Leases” and each of its Subsidiaries a “Real Property Lease”). With respect to all Real Property, PSB has good and valid title in marketable fee simple to all title to, or a valid and subsisting leasehold interest in, such Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liens. The Company and each of its Subsidiaries have good and valid leasehold interests in all Leased Real Propertyliens, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries lease any real or personal property are in good standing and are valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with their respective terms. There is not, under any of such leases, any existing default by the Company orencumbrances, title defects and exceptions to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, title other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary lien of the Company, as the case may be, is in peaceful current taxes not yet due and undisturbed possession of each parcel of Real Propertypayable, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operate, and (iii) neither the Company nor any Subsidiary has leased any parcel present or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge future use of the Company, there are no facts that would prevent the Real Property from being occupied by the Company properties subject thereto or any of its Subsidiaries, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liensaffected thereby. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each Real Property Lease (x) such lease is valid and enforceable in accordance with its terms, (y) there currently exists no circumstance or condition which constitutes an event of default by PSB (as lessor or lessee) or its respective lessor or lessee or which, with the leases passage of time or the giving of required notices will or could constitute such an event of default, and (z) subject to any required consent of PSB’s lessor, each such Real Property Lease may be assigned to the Bank or Bancorp and the execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of PSB, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and use permits, except for such noncompliance as does not or would not have a Material Adverse Effect on PSB, and the Leased Real PropertyProperty may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, neither ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the Company nor any of its Subsidiaries has exercised economic value thereof or given any notice of exercise, materially adversely interferes (or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocationwill interfere after the Merger) with the contemplated use thereof.
Appears in 1 contract
Real Properties. Community has Previously Disclosed to UCB a listing of all real property owned or leased by Community or its subsidiaries (athe "Real Property") The Company and each of all leases pertaining to any such Real Property to which Community or its Subsidiaries subsidiaries is a party (the "Real Property Leases"). With respect to all Real Property, Community or its subsidiaries has good and valid title in marketable fee simple to all title to, or a valid and subsisting leasehold interest in, such Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. The Company and With respect to each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries Property Lease (i) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) there currently exists no circumstance or condition which constitutes an event of default by Community or its subsidiaries (as lessor or lessee) or its respective lessor or which, with the Real Property and passage of time or the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operategiving of required notices will or could constitute such an event of default, and (iii) neither execution and delivery of this Agreement does not constitute an event of default under any Real Property Lease. To the Company nor any Subsidiary has leased any parcel best knowledge and belief of management of Community, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or any portion orders of any parcel of Real Property governmental authority, including those relating to any other person zoning, building and no other person has any rights to the useuse permits, occupancy except for such noncompliance as does not or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the CompanyCommunity and its subsidiaries, there are no facts that would prevent and the Real Property from being occupied by may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Company Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or any of its Subsidiaries, as the case may be, materially adversely interferes (or will interfere after the Closing Date in Merger) with the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Datecontemplated use thereof.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 1 contract
Real Properties. (a) The Company Yadkin has Previously Disclosed to Main Street a listing of all real property owned by Yadkin (including Yadkin's banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by Yadkin) (collectively, the "Yadkin Real Property"). With respect to each parcel of its Subsidiaries the Yadkin Real Property, Yadkin has good and valid title in marketable fee simple title to all the Owned Yadkin Real Property, Property and owns the same free and clear of all Liensmortgages, except for Permitted Liens. The Company liens, leases, encumbrances, title defects and each exceptions to title other than (i) the lien of its Subsidiaries have good current taxes not yet due and valid leasehold interests in all Leased payable; and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Yadkin Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the Yadkin Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries lease any real or personal property are in good standing and are valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with their respective terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No The Yadkin Real Property is subject complies in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental or regulatory authority, including those relating to any Order to be sold or is being condemnedzoning, expropriated (or building and use permits, and the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge parcels of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Yadkin Real Property upon which Yadkin's banking or other offices are situated, or which are used by Yadkin in conjunction with its banking or other offices or for other purposes, may, under applicable zoning ordinances, be used for the purposes for which it is they currently being used, are used as a matter of right rather than as a conditional or nonconforming use.
(iic) All improvements and fixtures included in or on the Yadkin Real Property and the buildings thereon are in good operating condition and repair repair, ordinary wear and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operatetear excepted, and there does not exist any condition which in any material respect interferes with Yadkin's use (iiior will interfere with Yadkin's use after the Merger) neither or affects the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Companyeconomic value thereof.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, Yadkin is not a party (whether as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With to any lease or rental agreement with respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocationreal property.
Appears in 1 contract
Real Properties. Rowan has Previously Disclosed to FNB a listing of --------------- all real property owned or leased by Rowan or Rowan Bank (athe "Real Property") The Company and each of its Subsidiaries all leases pertaining to any such Real Property to which Rowan or Rowan Bank is a party (the "Real Property Leases"). With respect to all Real Property, Rowan or Rowan Bank has good and valid title in marketable fee simple to all title to, or a valid and subsisting leasehold interest in, such Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. The Company and With respect to each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries Property Lease (i) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) there currently exists no circumstance or condition which constitutes an event of default by Rowan or Rowan Bank (as lessor or lessee) or its respective lessor or which, with the Real Property and passage of time or the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operategiving of required notices will or could constitute such an event of default, and (iii) neither subject to any required consent of Rowan's lessor, each such Real Property Lease may be assigned to FNB and the Company nor any Subsidiary has leased any parcel execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of Rowan, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or any portion orders of any parcel of Real Property governmental authority, including those relating to any other person zoning, building and no other person has any rights to the useuse permits, occupancy except for such noncompliance as does not or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the CompanyRowan and Rowan Bank, there are no facts that would prevent and the Real Property from being occupied by may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Company Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or any of its Subsidiaries, as the case may be, materially adversely interferes (or will interfere after the Closing Date in Merger) with the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Datecontemplated use thereof.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 1 contract
Sources: Merger Agreement (FNB Corp/Nc)
Real Properties. (a) The No G▇▇▇ Group Company currently owns any real property or has in the past three years owned any real property.
(b) Each G▇▇▇ Group Company has a valid, binding and enforceable leasehold interest under each of its Subsidiaries has good and valid title in fee simple the real property leases to all which it is a party as of the Owned Real Propertydate hereof as a lessee (the “G▇▇▇ Leased Properties”), free and clear of all Liens, except for Liens (other than Permitted Liens. The Company ) and each of its Subsidiaries have good the leases, lease guarantees, agreements and valid leasehold interests documents related to any G▇▇▇ Leased Properties to which it is a party as of the date hereof, including all amendments, letter agreements, terminations and modifications thereof (collectively, the “G▇▇▇ Real Property Leases”), is in all Leased Real Propertyfull force and effect as of the date hereof, except for Permitted Liensinsofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. All leases G▇▇▇ has made available to Best Assistant true, correct and complete copies of all Material G▇▇▇ Real Property Leases (as defined below). No G▇▇▇ Group Company is in breach of or default under which the Company or any of its Subsidiaries lease any real or personal property are in good standing and are valid and effective against the Company Material G▇▇▇ Real Property Lease, and, to the Company’s KnowledgeKnowledge of G▇▇▇, the counterparties thereto, in accordance with their respective terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or lapse the passage of time or both, would become result in such a default by the Company ordefault, to the Company’s Knowledge, the counterparties thereto, other than except for such breaches or defaults under such leases which have not had and as would not individually or in the aggregate reasonably be expected to have be material to the G▇▇▇ Group Companies taken as a whole. The G▇▇▇ Leased Properties are suitable to allow the businesses of the G▇▇▇ Group Companies to be operated as currently conducted in all material respects. To the Knowledge of G▇▇▇, (i) there are no pending condemnation proceedings with respect to any of the G▇▇▇ Leased Properties, and (ii) the current use of the G▇▇▇ Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No G▇▇▇ Group Company Material Adverse Effect.
(b) No has received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default by any G▇▇▇ Group Company under any of the G▇▇▇ Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, norLeases and, to the Knowledge of G▇▇▇, no other party is in breach or default thereof, except for such breaches or defaults as would not, individually or in the Companyaggregate, reasonably be expected to be material to the G▇▇▇ Group Companies, taken as a whole. As of the date of this Agreement, to the Knowledge of G▇▇▇, no party to any G▇▇▇ Real Property Lease has exercised any such condemnationtermination rights with respect thereto. Schedule 5.12(b) of the G▇▇▇ Disclosure Letter contains a true and correct list of all Material G▇▇▇ Real Property Leases. Except as disclosed in Schedule 5.12(b) of the G▇▇▇ Disclosure Letter, expropriation or taking been proposed in writing no Person other than the G▇▇▇ Group Companies has the right to use the G▇▇▇ Leased Properties, except as subleased by any public authoritythe respective G▇▇▇ Group Company to a sub-lessee.
(c) Each G▇▇▇ Group Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its tangible assets, free and clear of all Liens other than: (i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, Permitted Liens; (ii) the Real Property rights of lessors under such tangible assets; and (iii) the buildings thereon Liens specifically identified on the Schedule 5.12(c) of the G▇▇▇ Disclosure Letter. The tangible assets of the G▇▇▇ Group Companies: (A) constitute all of the tangible assets that are currently being used for the operation of the businesses of the G▇▇▇ Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the G▇▇▇ Group Companies as currently conducted; and (B) have been maintained in accordance with generally applicable accepted industry practice, are in good operating condition and repair repair, ordinary wear and have been maintained tear excepted, and are adequate and suitable for the uses to which they are being put, in each case, in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operate, and (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Companyrespects.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 1 contract
Sources: Merger Agreement (Gravitas Education Holdings, Inc.)
Real Properties. Home Savings has Previously Disclosed to FNB a listing of all real property owned or leased by Home Savings or the Subsidiary (athe "Real Property") The Company and each of its Subsidiaries all leases pertaining to any such Real Property to which Home Savings or the Subsidiary is a party (the "Real Property Leases"). With respect to all Real Property, Home Savings or the Subsidiary has good and valid title in marketable fee simple title to all such Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. The Company and With respect to each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries Property Lease (i) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) there currently exists no circumstance or condition which constitutes an event of default by Home Savings or the Real Property and Subsidiary (as lessor or lessee) or its respective lessor or which, with the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in passage of time or the industries in which the Company and its Subsidiaries operategiving of required notices will or could constitute such an event of default, and (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property subject to any other person and no other person has any rights to the userequired consent of Home Savings' lessor, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as each such Real Property is currently being used by Lease may be assigned to FNB and the Company.
(d) execution and delivery of this Agreement does not constitute an event of default thereunder. To the Knowledge best of the Companyknowledge and belief of management of Home Savings, there are no facts that would prevent the Real Property from being occupied by (excluding other real estate owned) complies in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and use permits, and the Company or any of its Subsidiaries, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, excluding other real estate owned) may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property are in good condition and any repair, ordinary wear and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Propertytear excepted, and there does not exist any condition which affects the economic value thereof or interferes (iiior will interfere after the Merger) with the current contemplated use of each such Owned Real Propertythereof.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 1 contract
Sources: Merger Agreement (FNB Corp/Nc)
Real Properties. (a) The Company and each of its Subsidiaries has good and valid title in fee simple to all the Owned Real PropertySchedule 7.9 hereof sets forth, free and clear of all Liens, except for Permitted Liens. The Company and each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries lease any real or personal property are in good standing and are valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with their respective terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge as of the Company, has any such condemnation, expropriation Closing Date the address or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession tax parcel number of each parcel of Real Property, real property owned or leased by any Company. Each Company further represents and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions warrants that preclude or restrict the ability with respect to use the Real Property for the purposes for which it is currently being used, (ii) the Real Property and the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operate, and (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any each parcel of Real Property to any other person and no other person has any rights to the usesuch real property, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), except as would not reasonably be expected to have result in a Company Material Adverse Effect Effect,
(a) such parcel has all required public utilities, and means of access (both physical and legal) between such parcel and public highways;
(b) the use and accessory uses of such parcel do not violate (i) any laws, ordinances or regulations (including subdivision, zoning, building, environmental protection and wetland protection laws), or (ii) any building permits, restrictions of record, or agreements affecting such parcel or any part thereof;
(c) no zoning authorizations, approvals or variances, and no other right to construct or use of such parcel is to any extent dependent upon or related to any real estate other than another parcel of a material adverse effect on any Real Property as such Real Property is currently being used by the Company.’s real property;
(d) To the Knowledge all consents, licenses and permits and all other authorizations or approvals required for operation of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any such parcel as contemplated have been obtained on and as of its Subsidiaries, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date., and all laws relating to the operation of such improvements have been complied with;
(e) Either the Company lawful use and operation of such parcel does not require any variances or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.special use permits;
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property is taxed separately without regard to any other property, and (iii) the current use of each for all purposes such parcel of Leased Real Property.may be mortgaged, conveyed and otherwise dealt with as an independent parcel;
(g) Section 3.17(g) no Company has entered into any leases, subleases or other arrangements for occupancy of space within such parcel, other than the Company Disclosure Letter sets forth leases described in Schedule 7.9 hereof, and Borrowers has delivered to Agent a true true, correct and complete list of all Owned Real Property and includes: (i) the street address or location copy of each parcel of Owned Real Propertylease, (ii) the identity of any lessee sublease, or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.other arrangement so described;
(h) With each lease, sublease, or other arrangement in Schedule 7.9 hereof, is in full force and effect, and, except as disclosed in Schedule 7.9 hereof, or as otherwise disclosed to Agent in writing after the date hereof, there is not continuing any default on the part of any such each lease, sublease, or other arrangement; and
(i) to any Company’s knowledge, no building or other improvements encroach upon any property line, building line, setback line, side yard line or any recorded or visible easement (or other easement of which any Company is aware or has reason to believe may exist) with respect to each of such parcel, except as shown in the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained survey delivered in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocationconnection herewith.
Appears in 1 contract
Real Properties. (a) The Company Borrower and each of its Subsidiaries Restricted Subsidiary has good good, insurable, exclusive, legal and valid title in marketable fee simple title to all the Owned owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Liens.
(b) Each Material Real Property Lease is in full force and effect. The Company and each of its Subsidiaries have good and valid leasehold interests in all Leased Real PropertyNeither the Borrower nor any Restricted Subsidiary, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries lease any real or personal property are in good standing and are valid and effective against the Company andnor, to the Company’s Knowledge, knowledge of the counterparties thereto, in accordance with their respective terms. There is not, under any of such leasesLoan Parties, any existing default by the Company orother Person, to the Company’s Knowledge, the counterparties theretois in breach or violation of, or an default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time time, or both), would become a default by the Company or, in each case except to the Company’s Knowledgeextent such breach, the counterparties thereto, other than defaults under such leases which have not had and would violation or default could not reasonably be expected to have result in a Company Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect.
(bc) No The Material Owned Real Property (if any) is subject to in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, noractual or, to the Knowledge knowledge of the CompanyLoan Parties, has threatened condemnation or eminent domain proceedings that affect any such condemnation, expropriation Material Owned Real Property or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Propertypart thereof, and neither the Company Borrower nor any Subsidiary has received written any notice of any uncured violation the intention of any contractual Governmental Authority or legal restrictions that preclude other Person to take or restrict the ability to use the any Material Owned Real Property for or any part thereof of interest therein.
(d) Schedule 5.18 sets forth a complete and accurate list as of the purposes for Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which it is currently being usedthe Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $1,000,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, and the landlord with respect thereto, and (ii) the Real Property and the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operate, and (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy license or other agreement to which the Company or any Subsidiary is a party, except, in the case sublicense of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company Borrower or any of its SubsidiariesRestricted Subsidiary as lessor, as the case may be, after the Closing Date in the same manner as occupied by the Company licensor or such Subsidiary immediately prior to the Closing Datesimilar capacity.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all All Material Owned Real Property (collectively, is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true assets and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) risks of each such parcel of Leased Real Property and (iii) Loan Party in accordance with prudent business practice in the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) industry of the Company Disclosure Letter sets forth a true Borrower and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Propertyits Restricted Subsidiaries.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 1 contract
Real Properties. BHS has Previously Disclosed to Bankshares a listing of all real property owned or leased by BHS (athe “Real Property”) The Company and all leases pertaining to any such Real Property to which BHS is a party (the “Real Property Leases” and each of its Subsidiaries “Real Property Lease”). With respect to all Real Property, BHS has good and valid title in marketable fee simple to all title to, or a valid and subsisting leasehold interest in, such Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. The Company and With respect to each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries Property Lease (i) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) there currently exists no circumstance or condition which constitutes an event of default by BHS (as lessor or lessee) or its respective lessor or which, with the Real Property and passage of time or the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operategiving of required notices will or could constitute such an event of default, and (iii) neither subject to any required consent of BHS’s lessor, each such Real Property Lease may be assigned to the Company nor any Subsidiary has leased any parcel Bank or any portion Bankshares and the execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of BHS, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any parcel of Real Property governmental authority, including those relating to any other person zoning, building and no other person has any rights to the useuse permits, occupancy except for such noncompliance as does not or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the CompanyBHS, there are no facts that would prevent and the Real Property from being occupied by may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Company Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or any of its Subsidiaries, as the case may be, materially adversely interferes (or will interfere after the Closing Date in Merger) with the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Datecontemplated use thereof.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
Appears in 1 contract
Real Properties. (a) The Company First ▇▇▇▇▇▇ has Previously Disclosed to Catawba and each --------------- Bancshares a listing of all real property owned or leased by First ▇▇▇▇▇▇ and its Subsidiaries (including, without limitation, banking facilities and all other real estate or foreclosed properties owned by First ▇▇▇▇▇▇) (the "First ▇▇▇▇▇▇ Real Property") and all leases, if any, pertaining to any such First ▇▇▇▇▇▇ Real Property to which First ▇▇▇▇▇▇ is a party (the "First ▇▇▇▇▇▇ Real Property Leases"). With respect to all First ▇▇▇▇▇▇ Real Property owned by First ▇▇▇▇▇▇, First ▇▇▇▇▇▇ has good and valid marketable title in fee simple to all such First ▇▇▇▇▇▇ Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects, and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not affect materially and adversely affect the value of the First ▇▇▇▇▇▇ Real Property and which do not and will not materially detract from, interfere with, or restrict the present or future use of the properties subject thereto or affected thereby. The Company and With respect to each of its Subsidiaries have good and valid leasehold interests in all Leased First ▇▇▇▇▇▇ Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries Property Lease (i) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) there currently exists no circumstance or condition which constitutes an event of default by First ▇▇▇▇▇▇ or their lessor or which, with the Real Property and passage of time or the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operategiving of required notices, and (iii) neither the Company nor any Subsidiary has leased any parcel will or any portion could constitute such an event of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Propertydefault, and (iii) the current use execution and delivery of each such Owned this Agreement does not constitute an event of default thereunder. To the best knowledge of management of First ▇▇▇▇▇▇, the First ▇▇▇▇▇▇ Real Property.
(h) With respect to each Property complies in all material respects with all applicable federal, state, and local laws, regulations, ordinances, or orders of the leases any governmental authority, including those relating to zoning, building and use permits, and the Leased First ▇▇▇▇▇▇ Real PropertyProperty may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the First ▇▇▇▇▇▇ Real Property are in good condition and repair, neither ordinary wear and tear excepted, and there does not exist any condition which materially interferes with First ▇▇▇▇▇▇'▇ use or materially and adversely affects the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocationeconomic value thereof.
Appears in 1 contract
Sources: Share Exchange Agreement (Catawba Valley Bancshares Inc)
Real Properties. PARA does not own or lease any real property and has not previously owned or leased any real property. Target Bank has Previously Disclosed to Select Bank a list of all real property owned by Target Bank (athe “Owned Real Property”) The Company or leased by Target Bank (the “Leased Real Property” and each of its Subsidiaries has good and valid title in fee simple to all together with the Owned Real Property, the “Real Property”) and all leases and ancillary documents pertaining to the Leased Real Property (the “Real Property Leases” and each a “Real Property Lease”), as well as a list of all real property previously owned or leased by Target Bank (the “Previous Real Property”). With respect to all Real Property, Target Bank has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such Real Property and owns the same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current Taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. The Company and With respect to each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries Property Lease (x) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective terms. There is notits terms (subject to bankruptcy, under any insolvency, fraudulent conveyance and other laws of such leasesgeneral applicability relating to or affecting creditors’ rights and to general equity principles), any existing (y) there currently exists no circumstance or condition which constitutes an event of default by the Company or, to the Company’s Knowledge, the counterparties thereto, Target Bank (as lessor or an event lessee) or which, with notice or lapse the passage of time or boththe giving of required notices will or could constitute such an event of default, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(bz) No Real Property is subject to any Order required consent of Target Bank’s lessor, each such Real Property Lease may be assigned to be sold Select Bank at Closing without penalty or is being condemnedpremium, expropriated (or and the equivalent) or otherwise taken by any public authority with or without payment execution and delivery of compensation therefor, northis Agreement does not constitute an event of default thereunder. The Owned Real Property and, to the Knowledge of the CompanyTarget Bank, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) the Real Property and the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operate, and (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor comply with all applicable federal, state and local laws, regulations, ordinances or orders of any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such leasegovernmental authority, including those relating to zoning, building and use permits, and the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any such option condition which materially adversely affects the economic value thereof or right pertaining to purchase, expansion, renewal, extension materially adversely interferes (or relocationwill interfere after the Merger) with the contemplated use thereof.
Appears in 1 contract
Real Properties. Centennial has Previously Disclosed to Crescent Financial a listing of all real property owned or leased by Centennial (athe "Real Property") The Company and each of its Subsidiaries all leases pertaining to any such Real Property to which Centennial is a party (the "Real Property Leases"). With respect to all Real Property, Centennial has good and valid title in marketable fee simple to all title to, or a valid and subsisting leasehold interest in, such Real Property and owns the Owned Real Property, same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. The Company and With respect to each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries Property Lease (i) such lease any real or personal property are in good standing and are is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, enforceable in accordance with their respective its terms. There is not, under any of such leases, any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event which, with notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge, the counterparties thereto, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Real Property is subject to any Order to be sold or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
(i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) there currently exists no circumstance or condition which constitutes an event of default by Centennial (as lessor or lessee) or its respective lessor or which, with the Real Property and passage of time or the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operategiving of required notices will or could constitute such an event of default, and (iii) neither subject to any required consent of Centennial's lessor, each such Real Property Lease may be assigned to Crescent Financial and the Company nor any Subsidiary has leased any parcel execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of Centennial, the Real Property complies with all applicable federal, state and local laws, regulations, ordinances or any portion orders of any parcel of Real Property governmental authority, including those relating to any other person zoning, building and no other person has any rights to the useuse permits, occupancy except for such noncompliance as does not or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the Company.
(d) To the Knowledge of the CompanyCentennial, there are no facts that would prevent and the Real Property from being occupied by may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Company Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or any of its Subsidiaries, as the case may be, materially adversely interferes (or will interfere after the Closing Date in Merger) with the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Datecontemplated use thereof.
(e) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property (collectively, the “Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies.
(f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Property, and (iii) the current use of each such Owned Real Property.
(h) With respect to each of the leases relating to the Leased Real Property, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.
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