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. (a) The Company and each of its Subsidiaries has good do not own any real property.
(b) Schedule 3.08(b) contains a complete and valid title in fee simple to accurate list of all leases (“Real Property Leases”) of real property by the Owned Company and its Subsidiaries (the “Leased Real Property, free and clear of all Liens, except for Permitted Liens”). The Company has made available to Buyer true and each correct copies of the Real Property Leases, including all amendments thereto.
(c) Except as set forth on Schedule 3.08(c):
(i) the Company or its Subsidiaries have good Subsidiary has valid and valid leasehold interests binding leaseholds in all the Leased Real Property, except for Permitted Liens. All leases under which ;
(ii) the Company or its Subsidiary enjoys peaceful and undisturbed possession of the Leased Real Property sufficient for the current operations and use of such Leased Real Property by the Company or its Subsidiary;
(iii) each Real Property Lease is in full force and effect in all material respects;
(iv) neither the Company nor any of its Subsidiaries lease any real or personal property are in good standing and are valid and effective against the Company andSubsidiaries, nor, to the Company’s Knowledge, the counterparties thereto, any other party is in accordance with their respective terms. There is not, material breach or material default under any of such leasesthe Real Property Leases, nor has any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto, or an event occurred which, with notice or lapse the passage of time or notice, or both, would become constitute a material default by thereunder or a violation of the Company orterms (or permit the termination) thereof, to and none of the Company’s Knowledgetransactions contemplated hereby will constitute or create a default, the counterparties theretoevent of default, other than defaults under such leases which have not had and would not reasonably be expected to have a Company Material Adverse Effect.or right of termination thereunder;
(bv) 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 exercisesubleased, and no other Person is in possession of, or received has the right of use or occupancy of any notice of exercise by a landlord or sublandlord portion of, any optionof the Leased Real Property, right and no part of first offer any of the Leased Real Property has been condemned or right otherwise taken by any Governmental Authority and, to the Company’s Knowledge, no such condemnation or taking is threatened or contemplated; and
(vi) the buildings and structures located on the Leased Real Property and used in the business and operations of first refusal contained the Company and its Subsidiaries are sufficient for the continued conduct of the business and operations of the Company and its Subsidiaries after the Closing in any such lease, including any such option or right pertaining substantially the same manner as conducted prior to purchase, expansion, renewal, extension or relocationthe Closing.
Appears in 1 contract
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. (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. (ai) The Neither the Company and each nor any of its Subsidiaries has good and valid title currently owns in fee simple any real property or interests in real property. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Company and its Subsidiaries in the case of leased real property and leased tangible assets, has valid and enforceable leasehold interests in, all the Owned Real Propertyof its real properties and tangible assets, free and clear of all Liens, except for (1) Liens for taxes not yet due and payable or due, but not yet delinquent, or that are being contested in good faith through appropriate proceedings and for which adequate reserves have been established in accordance with GAAP in the most recent financial statements contained in the Filed SEC Documents, (2) Liens for assessments and other governmental charges or landlords’, carriers’, warehousemen’s, mechanics’, repairmen’s, workers’ or similar Liens incurred in the ordinary course of business, consistent with past practice, in each case for sums not yet due and payable or due, but not delinquent or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP in the most recent financial statements contained in the Filed SEC Documents, (3) Liens incurred in the ordinary course of business, consistent with past practice, in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, (4) ▇▇▇▇ or BSL licenses and any non-exclusive licenses of Intellectual Property entered into in the ordinary course of business, (5) Liens pursuant to the Company’s or its Subsidiaries’ existing Indebtedness,(6) Liens incurred in the ordinary course of business consistent with past practice that would not reasonably be expected to interfere adversely in a material way with the use of the properties or assets encumbered thereby, and (7) Liens imposed on the underlying fee interest in real property subject to a Lease (collectively, “Permitted Liens”). The For clarity, the representations and warranties in this Section 3.01(o) will not be deemed to be a representation or warranty of any kind with respect to Intellectual Property.
(ii) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the real properties and tangible assets owned or leased by the Company and each its Subsidiaries, or which they otherwise have the right to use, are sufficient (subject to normal wear and tear) to operate their businesses in substantially the same manner as they are currently conducted.
(iii) Section 3.01(o)(iii) of its Subsidiaries have good the Company Letter sets forth a complete and valid leasehold correct list of all material real property and material interests in all Leased Real Property, except for Permitted Liens. All leases under which real property leased by the Company or any of its Subsidiaries lease any real (each such property, a “Leased Real Property” and each lease, sublease or personal property are other agreement relating to such Leased Real Property, a “Lease”). A complete and correct copy of each Lease as of the date of this Agreement related to each Leased Real Property as set forth in good standing and are valid and effective against Section 3.01(o)(iii) of the Company and, Letter has been made available to Parent prior to the Company’s Knowledge, the counterparties thereto, in accordance with their respective terms. There is not, under any date 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 this Agreement.
(iv) Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.
, (bA) No Real Property each such Lease is subject to any Order to be sold or is being condemneda legal, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment valid and binding agreement 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 Companyits Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Propertyand, 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 knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by of each other party thereto, enforceable against the Company or any of its Subsidiariessuch Subsidiary, as the case may be, after and, to the Closing Date knowledge of the Company, against the other party or parties thereto, in the same manner each case, in accordance with its terms, except as occupied enforceability thereof may be limited by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one of its SubsidiariesBankruptcy Exceptions, 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 Lease is in full force and effect and (iiiB) 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 its applicable Subsidiary, nor to the knowledge of its Subsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord ofthe Company, any optionother party thereto, right of first offer is in breach or right of first refusal contained in default under any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocationLease.
Appears in 1 contract
Sources: Merger Agreement (HashiCorp, Inc.)
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 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 date hereof 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. Schedule 7.9 hereof sets forth, as of the date hereof the address or tax parcel number of each parcel of real property in which any Company has any estate or interest, together with a description of the estate or interest (ae.g., fee simple, leasehold, etc.) The held by such Company. Each Company and each of its Subsidiaries has good and valid marketable title in fee simple to and ownership of all the Owned Real Propertyreal property it purports to own, which property is free and clear of all Liens, except for Permitted Liens. The Each Company further represents and warrants that with respect to each parcel of its Subsidiaries have good such real property of which it is the fee owner, if any,
(a) the contemplated use and valid leasehold interests accessory uses of such parcel will not in all Leased Real Propertyany material way violate (i) any laws, except for Permitted Liens. All leases under which the Company 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 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.part thereof;
(b) No Real Property is subject to any Order to be sold all consents, licenses and permits and all other authorizations or is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment approvals required for operation 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, parcel 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 contemplated 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 obtained 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 will 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 obtained prior to the Closing Date., and all laws relating to the operation of such improvements have been complied with, except where the failure to so obtain will not cause or result in a Material Adverse Effect;
(c) the lawful use and operation of such parcel do not require any variances or special use permits, except where their absence will not cause or result in a Material Adverse Effect;
(d) no Company has entered into any leases, subleases or other arrangements for occupancy of space within such parcel, other than the leases described in Schedule 7.9 hereof, and Borrowers have delivered to Agent a true, correct and complete copy of each lease, sublease, or other arrangement so described; and
(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 each lease, optionssublease, rights of expansionor other arrangement in Schedule 7.9 hereof, extensionis in full force and effect, first refusal and first offer) and includes: (i) and, except as disclosed in Schedule 7.9 hereof, or as otherwise disclosed to Agent in writing after the street address or location of each parcel of Leased Real Propertydate hereof, (ii) there is not continuing any material default on 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 part of any lessee or current occupant (if different from the lessor) of such each such parcel of Leased Real Propertylease, 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 exercisesublease, 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 relocationother arrangement.
Appears in 1 contract
Sources: Credit and Security Agreement (Ctpartners Executive Search LLC)
Real Properties. (a) The Neither the Company and each nor any of its Subsidiaries has good owns any real property.
(b) Schedule 2.13(b) contains a complete and valid title in fee simple to all the Owned Real Property, free and clear accurate list of all Liensleases, except for Permitted Liens. The Company subleases, licenses, occupancy agreements or other, similar agreements, and each of its Subsidiaries have good all modifications, amendments and valid leasehold interests in all Leased supplements thereto (collectively, the “Real PropertyProperty Leases”), except for Permitted Liens. All leases under which the Company or any of its Subsidiaries lease uses, occupies or operates 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“Leased Real Property”). 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 Leased 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 constitutes all 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 real estate 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 occupied 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 operated by the Company or any of its Subsidiaries. The Company has made available to Buyer true, correct and complete copies of the Real Property Leases, including all modifications, amendments and supplements thereto.
(c) Except as set forth on Schedule 2.13(c):
(i) the case may be, after the Closing Date Company or its Subsidiary has valid and binding leasehold interests in the same manner as occupied Leased Real Property;
(ii) the Company or its Subsidiary enjoys peaceful and undisturbed possession of the Leased Real Property sufficient for the current operations and use of such Leased Real Property by the Company or such its Subsidiary immediately prior and, to the Closing Date.Sellers’ Knowledge, there are no facts that could reasonably be expected to materially and adversely affect the possession, use, or occupancy of the Leased Real Property;
(eiii) 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 each Real Property Lease is in full force and effect in all material respects;
(collectively, the “Title Insurance Policies”iv) 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 neither the Company nor any of its Subsidiaries has made Subsidiaries, nor, to the Sellers’ Knowledge, any claim other party is in material breach or material default under any of the Title Insurance Policies.Real Property Leases, nor has any event occurred which, with the passage of time or notice, or both, would constitute a material default thereunder or a violation of the terms (or permit the termination) thereof. None of the Transactions will constitute or create a default, event of default, or right of termination under any of the Real Property Leases, nor is the consent of the lessor or landlord or any other third party required pursuant to the terms of any of the Real Property Leases in connection with the Transactions;
(fv) 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 exercisesubleased, and no other Person is in possession of, or received has the right of use or occupancy of any notice of exercise by a landlord or sublandlord portion of, any optionof the Leased Real Property, right nor have any of first offer the Real Property Leases been assigned in whole or right in part;
(vi) no part of first refusal contained any of the Leased Real Property has been condemned or otherwise taken by any Governmental Authority and, to the Sellers’ Knowledge, no such condemnation or taking is threatened or contemplated; and
(vii) the buildings and structures located on the Leased Real Property and used in the business and operations of the Company and its Subsidiaries are sufficient for the continued conduct of the business and operations of the Company and its Subsidiaries after the Closing in substantially the same manner as conducted prior to the Closing.
(d) Schedule 2.13(d) contains a complete and accurate list of all Leased Real Property that is owned by any such leasemember of the Seller Group, including any such option or right pertaining to purchaseAffiliate of the Seller Group, expansionand/or any Affiliate of the Company, renewal, extension or relocationin each case other than the Company and its Subsidiaries (“Related-Party Real Property”).
Appears in 1 contract
Sources: Stock Purchase Agreement (Covenant Transportation Group Inc)
Real Properties. (a) The Company and each Schedule 3.17(a) sets forth a list of its Subsidiaries has good and valid title all real properties owned in fee simple by the Target Companies, identifying thereon those properties mortgaged, or required to be mortgaged, under the ABL and, with respect to each property listed thereon, the name of the entity holding title thereto and the address of such property (such properties, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto (the “Owned Real Property”). Except as set forth on Schedule 3.17(a), none of the Owned Real Property is subject to a mortgage or deed of trust other than Permitted Encumbrances. With respect to each Owned Real Property, on the Closing Date (i) at least one of the Target Companies shall have good and indefeasible fee simple title to such Owned Real Property, which shall be free and clear of all LiensEncumbrances as of the Closing Date, except for Permitted LiensEncumbrances; (ii) except as set forth in Schedule 3.17(a), the Target Companies shall not have leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) except as set forth in Schedule 3.17(a) and other than the right of Buyer pursuant to this Agreement, there will be no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. The To the knowledge of the Company and except as set forth in Schedule 3.17(a)(i), (i) the Target Companies have legal access to each parcel of its Subsidiaries Owned Real Property sufficient for the operation of the Company Business (as conducted by the Target Companies immediately prior to the date hereof and to the Closing consistent with past practices) and (ii) each parcel of Owned Real Property is serviced by and has access to public utilities or utilities are available for each parcel of Owned Real Property sufficient for the operation of the Company Business (as conducted by the Target Companies immediately prior to the date hereof and to the Closing consistent with past practices). There is no pending, or, to the knowledge of the Company, threatened, condemnation, proposed condemnation or similar proceeding affecting any Owned Real Property that could reasonably be expected to prevent, delay, make illegal or otherwise interfere with, the operation of the Company Business (as conducted by the Target Companies immediately prior to the date hereof and to the Closing consistent with past practices).
(b) Schedule 3.17(b) sets forth a list of the addresses of all real property that is leased or subleased by the Target Companies as lessee or licensee (including pursuant to leases that have good expired by their terms since the date hereof but under which any Target Company remains in possession of the leased premises) pursuant to any Lease Agreement (collectively, the “Leased Real Property”). Except as disclosed on Schedule 3.17(b), the Company has delivered to Buyer a true and valid leasehold interests complete copy, in all material respects, of each Lease Agreement. Except as set forth in Schedule 3.17(b), as of the Closing Date, with respect to each Lease Agreement: (i) such Lease Agreement shall be legal, valid, binding, enforceable and in full force and effect, subject to the application of any bankruptcy or other creditor’s rights laws and the Target Companies will have the benefits as a lessee thereunder; and (ii) the Target Companies will not be in breach or default under any Lease Agreement, and to the knowledge of the Company, no event will have occurred or circumstance exist which, with the delivery of notice, the passage of time or both, would constitute such a breach or default. None of the Target Companies has received a written notice of default with respect to any such Lease Agreement which has not been cured and, to the knowledge of the Company, no other party to any Lease Agreement is in default thereunder. None of the Target Companies has mortgaged, pledged or otherwise encumbered its interest in any such Leased Real Property, except for any Permitted LiensEncumbrance. All leases under which the Company The side track, spur or any of its Subsidiaries related land 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 agreements 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 railroad companies (collectively, the “Title Insurance PoliciesRail Agreements”) 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 Target Companies are sufficient 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) operation of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: Business (i) as conducted by 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 Target Companies immediately prior to the Leased Real Property, neither date hereof and to 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 relocationClosing) consistent with past practices.
Appears in 1 contract
Sources: Equity Interest Purchase Agreement (NGL Energy Partners LP)
Real Properties. (a) The Company does not own 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 not ever owned 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 Effectproperty.
(b) No Schedule 4.11(b) contains a complete and accurate list of all leases (collectively, the “Real Property is subject to any Order to be sold or is being condemnedLeases”) of the Company which represents all parcels of real estate leased, expropriated (or the equivalent) occupied or otherwise taken used by any public authority with or without payment the Company (the “Leased Real Property”). The Company has made available to Buyer true and correct copies of compensation thereforthe Real Property Leases, norincluding all modifications, amendments and supplements thereto.
(c) Except as set forth on Schedule 4.11(c):
(i) 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 has valid leaseholds in the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Leased 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 could reasonably be expected to materially and adversely affect the possession, use, or occupancy of the Leased Real Property;
(iii) each Real Property from being occupied by Lease is in full force and effect in all material respects;
(iv) the Company is not in material breach 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 material default under any of the Title Insurance Policies.
(f) Section 3.17(f) Real Property Leases, nor to the Knowledge of the Company Disclosure Letter sets forth has any event occurred which, with the passage of time or notice, or both, would constitute a true material default by the Company thereunder or a violation by the Company of the terms (or permit the termination) thereof, and complete list none of all leases relating the Transactions will constitute or create a default, event of default, or right of termination thereunder; and
(v) the Company has not subleased, and 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 Knowledge of the lessorCompany, lessee and current occupant (if different from lessee) no other Person is in possession of, or has the right of each such parcel use or occupancy of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(g) Section 3.17(g) any portion of, any 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 Company has not received written notice that any part of each such Owned Real Property.
(h) With respect to each any of the leases relating to the Leased Real PropertyProperty has been condemned or otherwise taken by any Governmental Entity and, neither to the Company nor any of its Subsidiaries has exercised Company’s Knowledge, no such condemnation or given any notice of exercise, taking is threatened 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 relocationcontemplated.
Appears in 1 contract
Sources: Merger Agreement (Arcbest Corp /De/)
Real Properties. (a) Schedule 3.17(a) sets forth the name of the owning entity, the address and summary description of all material land that, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, immediately prior to the Closing, after giving effect to the Reorganization, will be owned by the LLCs or one of their Subsidiaries (except real properties sold or otherwise disposed of since the date hereof in the Ordinary Course of Business) (the "Owned Real Property"). The Company Owned Real Property constitutes all material real property owned by the CTG Companies and used in connection with the CTG Business. None of the Owned Real Property is subject to a mortgage or deed of trust. With respect to each of its Subsidiaries has good and valid title in fee simple to all the Owned Real Property, on the Closing Date (i) the LLCs or one of their Subsidiaries (as the case may be) shall have good and marketable fee simple title to such Owned Real Property, which shall be free and clear of all LiensEncumbrances as of the Closing Date, except Permitted Encumbrances (other than a mortgage or deed of trust); (ii) except as set forth in Schedule 3.17(a), the LLCs or their Subsidiaries shall not have leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) except as set forth in Schedule 3.17(a) and other than the right of Investor pursuant to this Agreement, there will be no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. To CAG’s knowledge, (i) the LLCs have access to each parcel of Owned Real Property sufficient for Permitted Liensthe operation of the CTG Business (as conducted by the CTG Companies immediately prior to the date hereof and to the Closing consistent with past practices) and (ii) each parcel of Owned Real Property is serviced by and has access to public utilities or utilities are available for each parcel of Owned Real sufficient for the operation of the CTG Business (as conducted by the CTG Companies immediately prior to the date hereof and to the Closing consistent with past practices). The Company There is no pending, or, to CAG’s knowledge, threatened, condemnation, proposed condemnation or similar proceeding affecting any Owned Real Property that could reasonably be expected to prevent, delay, make illegal or otherwise interfere with, the operation of the CTG Business (as conducted by the CTG Companies immediately prior to the date hereof and each to the Closing consistent with past practices).
(b) Schedule 3.17(b) lists the address of its all material real property that immediately prior to the Closing, after giving effect to the Reorganization, will be leased or subleased by the LLCs and/or one of their Subsidiaries (except for leases that have good and valid leasehold interests in all expired by their terms since the date hereof) (the "Leased Real Property"). The Leased Real Property and the Owned Real Property constitute all interests in real property owned, leased or subleased by the LLCs in connection with the CTG Business. Except as disclosed on Schedule 3.17(b), CAG has delivered to Investor a true and complete copy, in all material respects (except for Permitted Liensexhibits thereto), of each Lease Agreement. All leases under which Except as set forth in Schedule 3.17(b), as of the Company or any of its Subsidiaries lease any real or personal property are Closing Date, with respect to each Lease Agreement: (i) such Lease Agreement shall be legal, valid, binding, enforceable and in good standing full force and are valid and effective against the Company andeffect, subject to the Companyapplication of any bankruptcy or other creditor’s Knowledge, rights laws and the counterparties thereto, LLCs and/or one of their Subsidiaries will have the benefits as a lessee thereunder; and (ii) the LLCs or a Subsidiary (as applicable) will not be in accordance with their respective terms. There is not, breach or default under any of such leasesLease Agreement, any existing default by the Company or, and to the Company’s Knowledgeknowledge of CAG, the counterparties thereto, no event will have occurred or an event circumstance exist which, with notice or lapse the delivery of notice, the passage of time or both, would become constitute such a default by the Company orbreach or default, except to the Company’s Knowledgeextent such breach or default, individually or in the counterparties thereto, other than defaults under such leases which have not had and aggregate 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 adversely affect the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge operation of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authority.
CTG Business (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 conducted 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 CTG Companies immediately prior to the date hereof and 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 Liensconsistent with past practices). Neither the Company LLCs nor any of its Subsidiaries the CTG Companies has made received a written notice of default with respect to any claim under such Lease Agreement which has not been cured and to the knowledge of the CAG Parties, no other party to such Lease Agreement is in default thereunder. Neither the LLCs nor 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 CTG Companies has mortgaged, pledged or otherwise encumbered its interest in 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: Contribution and Equity Interest Purchase Agreement (Conagra Foods Inc /De/)
Real Properties. (a) The Each of the Company and each of its Subsidiaries has good and valid marketable title in fee simple to all of the Owned Real Propertyreal property owned by it, free and clear all real property leases 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 standing, valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with their respective terms. There , and neither the Company nor its Subsidiaries, nor, to the Company's knowledge, any other party, is not, in default 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 which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company.
(b) No Real Property Except as disclosed in the Balance Sheet, each parcel of real property owned or leased by the Company or any Subsidiary (i) is owned or leased free and clear of all mortgages (other than for the mortgage on the property located at 6500 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇), ▇ledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in the aggregate, have not had and would not have a Material Adverse Effect, and (ii) is neither subject to any Order governmental decree or order to be sold or nor 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 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 Companyproposed, except as the case may be, is in peaceful have not had 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 CompanyEffect.
(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 (Harding Lawson Associates Group Inc)
Real Properties. (a) The Company and each Schedule 3.17(a) sets forth a list of its Subsidiaries has good and valid title all real properties owned in fee simple by the Target Companies, identifying thereon those properties mortgaged, or required to be mortgaged, under the ABL and, with respect to each property listed thereon, the name of the entity holding title thereto and the address of such property (such properties, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto (the “Owned Real Property”). Except as set forth on Schedule 3.17 (a), none of the Owned Real Property is subject to a mortgage or deed of trust other than Permitted Encumbrances. With respect to each Owned Real Property, on the Closing Date (i) at least one of the Target Companies shall have good and indefeasible fee simple title to such Owned Real Property, which shall be free and clear of all LiensEncumbrances as of the Closing Date, except for Permitted LiensEncumbrances; (ii) except as set forth in Schedule 3.17(a), the Target Companies shall not have leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) except as set forth in Schedule 3.17(a) and other than the right of Buyer pursuant to this Agreement, there will be no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. The To the knowledge of the Company and except as set forth in Schedule 3.17(a)(i), (i) the Target Companies have legal access to each parcel of its Subsidiaries Owned Real Property sufficient for the operation of the Company Business (as conducted by the Target Companies immediately prior to the date hereof and to the Closing consistent with past practices) and (ii) each parcel of Owned Real Property is serviced by and has access to public utilities or utilities are available for each parcel of Owned Real Property sufficient for the operation of the Company Business (as conducted by the Target Companies immediately prior to the date hereof and to the Closing consistent with past practices). There is no pending, or, to the knowledge of the Company, threatened, condemnation, proposed condemnation or similar proceeding affecting any Owned Real Property that could reasonably be expected to prevent, delay, make illegal or otherwise interfere with, the operation of the Company Business (as conducted by the Target Companies immediately prior to the date hereof and to the Closing consistent with past practices).
(b) Schedule 3.17(b) sets forth a list of the addresses of all real property that is leased or subleased by the Target Companies as lessee or licensee (including pursuant to leases that have good expired by their terms since the date hereof but under which any Target Company remains in possession of the leased premises) pursuant to any Lease Agreement (collectively, the “Leased Real Property”). Except as disclosed on Schedule 3.17(b), the Company has delivered to Buyer a true and valid leasehold interests complete copy, in all material respects, of each Lease Agreement. Except as set forth in Schedule 3.17(b), as of the Closing Date, with respect to each Lease Agreement: (i) such Lease Agreement shall be legal, valid, binding, enforceable and in full force and effect, subject to the application of any bankruptcy or other creditor’s rights laws and the Target Companies will have the benefits as a lessee thereunder; and (ii) the Target Companies will not be in breach or default under any Lease Agreement, and to the knowledge of the Company, no event will have occurred or circumstance exist which, with the delivery of notice, the passage of time or both, would constitute such a breach or default. None of the Target Companies has received a written notice of default with respect to any such Lease Agreement which has not been cured and, to the knowledge of the Company, no other party to any Lease Agreement is in default thereunder. None of the Target Companies has mortgaged, pledged or otherwise encumbered its interest in any such Leased Real Property, except for any Permitted LiensEncumbrance. All leases under which the Company The side track, spur or any of its Subsidiaries related land 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 agreements 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 railroad companies (collectively, the “Title Insurance PoliciesRail Agreements”) 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 Target Companies are sufficient 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) operation of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: Business (i) as conducted by 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 Target Companies immediately prior to the Leased Real Property, neither date hereof and to 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 relocationClosing) consistent with past practices.
Appears in 1 contract
Sources: Equity Interest Purchase Agreement
Real Properties. (a) The Neither the Company nor any Subsidiary owns any real property. Schedule 4.10 contains a true, correct and each of its Subsidiaries has good and valid title in fee simple to all the Owned Real Property, free and clear complete list of all Liensreal properties leased, 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 subleased or otherwise occupied by the Company or any Subsidiary (collectively, the "Real Properties") separately indicating the nature of its Subsidiaries lease the Company's or the Subsidiary's interest therein. Except as set forth in Schedule 4.10, no other person has any real oral or personal property are in good standing and are valid and effective against written right, agreement or option to acquire, lease, sublease or otherwise occupy all or any portion of such Real Properties. Neither the Company nor any Subsidiary has received any written or oral notice for assessment for public improvements against any of the Real Properties which remains unpaid and, to the knowledge of the Company’s Knowledge, the counterparties thereto, in accordance with their respective termsno such assessment has been proposed. There is notno pending condemnation, expropriation, eminent domain or similar proceeding affecting all or portion of any of the Real Properties and, to the knowledge of the Company, no such proceeding is contemplated.
(b) Accurate and current copies of all real property leases, subleases, licenses or other occupancy agreements (and all amendments thereto) listed in Schedule 4.10 have previously been delivered to MEDIQ/PRN (collectively, the "Leases," and the real property leased thereunder, collectively, the "Leased Real Property"). Neither the Company nor any Subsidiary has assigned its rights under any Leases (except as security for the Antares Indebtedness to be paid off at the Closing). The Leases are in full force and effect and constitute binding obligations of such leasesthe Company or a Subsidiary and, any existing default to the knowledge of the Company, the other parties thereto and (i) there are no defaults thereunder by the Company or, to the knowledge of the Company’s Knowledge, the counterparties by any other party thereto, or an and (ii) no event whichhas occurred which with notice, with notice or lapse of time time, or both, both would become constitute 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 knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing by any public authorityother party thereto.
(ic) 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 Neither the Company nor any Subsidiary has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict subjected the ability to use the Leased Real Property for to or caused the purposes for which it is currently being used, (ii) the Leased Real Property to be subjected to any Lien, exception, item, encumbrance, easement, restriction or other matter either of record or not of record, but excluding Permitted Liens and encumbrances created by the buildings thereon are in good operating condition and repair and have been maintained in terms of the applicable Lease. To the knowledge of the Company, no default or breach exists under any of the covenants, conditions, restrictions, rights-of-way or easements, if any, affecting 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 the 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 CompanyProperties.
(d) All utilities, including without limitation, water, sewer, gas, electric, telephone, and other public utilities and all storm water drainage required by Law or necessary for the operation of the Real Properties (i) to the knowledge of the Company, either enter the Real Properties through open public streets adjoining the Real Properties or, if they pass through adjoining private land, do so in accordance with valid public or private easements or rights of way which will inure to the benefit of the Surviving Corporation, (ii) to the knowledge of the Company, are installed, connected and operating, in good condition, and in compliance with all applicable Laws, with all installation and connection charges paid in full, including, without limitation, connection and the permanent right to discharge sanitary waste and all other non-hazardous liquid wastes generated at the Real Property into the collector system of the appropriate sewer authority and (iii) are adequate (in both quality and quantity) to service the Real Properties for their respective use in the business as presently conducted thereon.
(e) To the Knowledge knowledge of the Company, all accounts for work and services performed or materials placed or furnished upon or in respect of the construction and completion of any of the buildings, improvements or other structures constructed on the Real Properties have been fully paid and no one is entitled to claim a Lien (other than a Permitted Lien) under any Law by or on behalf of the Company or any Subsidiary.
(f) To the knowledge of the Company, there are no facts that would prevent material defects in, mechanical failure of or damage to the improvements located on the Real Property from being occupied by Properties (the Company "Improvements"), including the roof, structure, soil, elevators, walls, heating, ventilation, air conditioning, plumbing, electrical, drainage, fire alarm, communications, sprinkler, security and exhaust systems and their component parts, or other improvements on or forming a part of the Real Properties, all of which have been constructed in a good and workmanlike manner. None of the Company, any Subsidiary or any Principal Stockholder has received any notification of its Subsidiaries, as the case may be, after the Closing Date any outstanding or incomplete work orders in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date.
(e) Either the Company or one respect 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) Improvements or of the Company Disclosure Letter sets forth a true any current non-compliance with applicable Laws and complete list of all leases relating to the Leased Real Property regulations or building and any zoning bylaws 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 Propertyregulations.
(g) Section 3.17(g) All certificates of occupancy, if any, required for the occupancy and use of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property for its intended purpose have been obtained and includes: (i) the street address or location of each parcel of Owned Real Propertyare in full force and effect and no other licenses, (ii) the identity of any lessee or current occupant (if different from the lessor) of each such parcel of Leased Real Propertypermits, authorizations, consents, and approvals by any Governmental Entity are required for the use and occupancy thereof, and no certificates of the local board of fire underwriters (iiior other body exercising similar functions) the current use of each such Owned Real Propertyhave been issued or are required for any Improvements.
(h) With respect to each The use and operation of the leases relating Real Property conform to all applicable building, zoning, safety, environmental and other Laws, licenses and certificates and all restrictions and conditions affecting title. None of the Leased Company, any Subsidiary or any Principal Stockholder has received any written or oral notice from any local, state or federal governmental agency that (i) the continued maintenance, operation or use of any and all Improvements (for their current purpose), violates any zoning, building, environmental or other Law and the Company has no knowledge of any such violation or (ii) there are existing violations of any Laws affecting all or any portion of the Real Property, neither including without limitation violations of the building, safety, health, fire, or zoning ordinances, codes and regulations of the municipality or county within which the Improvements are located, and the Company nor any has no knowledge 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 relocationviolations.
Appears in 1 contract
Sources: Merger Agreement (Mediq PRN Life Support Services Inc)
Real Properties. The Companies and their Subsidiaries do not own and have never owned any interest in any real properties. The Companies and their Subsidiaries have valid leasehold interests in all of their respective leased real properties (a) The Company and each of its Subsidiaries has good and valid title in fee simple to all the Owned “Leased Real Property”), free and clear of all LiensEncumbrances (other than Permitted Encumbrances and all other title exceptions, except defects, encumbrances and other matters, whether or not of record, which do not materially affect the continued use of the property for Permitted Liensthe purposes for which the property is currently being used by the Sellers, the Companies or their Subsidiaries as of the date hereof). The Company and Section 3.17 of the Disclosure Schedule sets forth a complete list, as of the date hereof, of the address of each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property, and the leases (including any amendment) relating to each Leased Real Property (including the date and name of the parties to such leases and the expiration dates of such leases) (collectively, the “Leases”). Sellers have Made Available to the Purchasers a true and complete copy of each Lease. With respect to each Lease (i) such Lease is in full force and effect and is enforceable in accordance with its terms and shall continue to be in full force and effect on the terms set forth in such Lease following the Closing Date, except for Permitted Liens. All leases under that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) such Lease (or a notice in respect of such Lease) has been properly registered in the Company or any appropriate land registry office, as applicable; (iii) all rents and additional rents have been paid; and (iv) as of its Subsidiaries lease any real or personal property are in good standing and are valid and effective against the Company anddate hereof, to the Company’s Knowledge, the counterparties thereto, in accordance with their respective terms. There is not, under any knowledge of such leasesSeller, any existing there exists no event of default by or event, occurrence, condition or act (including the Company or, to purchase of the Company’s Knowledge, the counterparties thereto, or an event Equity Interests) which, with notice or the giving of notice, the lapse of time or boththe happening of any other event or condition, 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 Lease, except such event of default or event, occurrence, condition or act as would not reasonably be expected to have have, individually or in the aggregate, 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 . Each 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, Leased Real Properties is in peaceful adequate 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 suitable for the purposes for which it is currently presently being used, (ii) the Real Property used and the buildings thereon are Companies have adequate rights of ingress and egress into each of the Leased Real Properties for the operation of the Business in good operating condition and repair and have been maintained in all material respects the ordinary course consistent with standards generally followed in past practice, except where the industries in which the Company failure to be so adequate or suitable, or to have such adequate rights of ingress and its Subsidiaries operateegress, 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 have, individually or in the aggregate, a Company Material Adverse Effect or a material adverse effect on any Real Property as such Real Property is currently being used by the CompanyEffect.
(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: Equity Purchase Agreement (Primus Telecommunications Group Inc)
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.)