Real Property Clause Samples
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Real Property. (a) Section 2.15(a) of the Seller Disclosure Schedule sets forth a true and complete list of the Leases. The Seller has made available to the Buyer a true and complete copy of each Lease. With respect to each Lease, except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or be material to the MRT Program, taken as a whole:
(i) such Lease is valid, binding, enforceable and in full force and effect, and the Seller or a Selling Subsidiary enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) neither the Seller nor any Selling Subsidiary is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and the Seller has paid all rent due and payable under such Lease;
(iii) neither the Seller nor any Selling Subsidiary has received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Seller or a Selling Subsidiary under any of the Leases and, to the Seller’s Knowledge, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) neither the Seller nor any Selling Subsidiary has subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(v) neither the Seller nor any Selling Subsidiary has pledged, mortgaged or otherwise granted a Lien on its leasehold interest in any Leased Real Property.
(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or be material to the MRT Program, taken as a whole, (i) neither the Seller nor any Selling Subsidiary has received any written notice of (A) material violations of building codes or zoning ordinances or other applicable Laws, (B) existing, pending or, to the Seller’s Knowledge, threatened in writing, condemnation proceedings affecting the Leased Real Property or (C) existing, pending or to the Seller’s Knowledge, threatened in writing, zoning, building code or other moratorium proceedings, or similar matters, which could reasonably be expected to materially and adversely affect the ability to operate the Leased Real Property as currently operated and (ii) during the tenancy of the Seller or any Selling Subsidiary, neither the...
Real Property. (a) The Company does not own any real property.
(b) Schedule 3.22(b) of the Company Disclosure Letter sets forth a list of each lease, sublease, occupancy or co-location agreement or other Contract under which it is lessee or sublessee of any real property (the “Leased Real Property”) owned by any third party, and specifies the name of the lessor, lessee and address of the Leased Real Property (the Contracts pursuant to which such Leased Real Property is leased being the “Leases”). The Company has made available to Acquiror true and complete copies of each Lease (including all modifications, amendments and supplements thereto and waivers thereunder). With respect to the Leases, neither the Company, nor, to the Knowledge of the Company, any other party to any such Lease, is in breach of or default under such Lease in any material respect. Each Lease to which the Company is a party (i) is a legal and binding obligation of the Company, and, to the Knowledge of the Company, the other relevant parties thereto and (ii) is in full force and effect, enforceable against the Company and, to the Knowledge of the Company, the other parties thereto, in accordance with the terms thereof, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions. The Company has accepted possession of the Leased Real Property demised pursuant to each Lease and is in actual possession thereof and has not sublet, assigned, encumbered or hypothecated its leasehold interest. Except as set forth on Schedule 3.22(b) of the Company Disclosure Letter, the Company has all right, title, and interest in all leasehold estates and other rights purported to be granted to it by each Lease, in each case free and clear of any Encumbrance and any Encumbrances which are suffered or incurred by the fee owner on its interest in such Leased Real Property are expressly subordinate to the Company’s rights under the Leases pursuant to written subordination, non-disturbance and attornment agreements, complete and accurate copies of which have been made available to Acquiror. No Occurrence has occurred or exists which, with notice or lapse of time or both, may give rise to, serve as a basis for, or would constitute an event of default under any Lease or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any material benefit thereunder. No security deposit or portion thereof deposited with respect...
Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Property.
Real Property. The Company or one of the other Acquired Companies has good and valid title to each parcel of real property owned in fee by the Company or one of the other Acquired Companies (the “Owned Real Property”), and an equitable interest in each parcel of real property leased by the Company or one of the other Acquired Companies (the “Leased Real Property” and together with the Real Property, the “Company Real Property”). Section 3.12(a) of the Disclosure Schedule lists each parcel of Owned Real Property and Section 3.12(a)(ii) of the Disclosure Schedule lists each lease, sublease, license or other occupancy agreement or arrangement relating to the Leased Real Property (each, a “Real Property Lease”).
(a) The Company Real Property is not subject to any Liens, except for Permitted Liens. No Acquired Company has received any written notice within the 12 months prior to the date of this Agreement of a material violation of any ordinances, regulations or building, zoning or other similar laws with respect to the Company Real Property. No Acquired Company has received any written notice of any expiration of, pending expiration of, changes to, or pending changes to any material entitlement relating to the Company Real Property and there is no condemnation, special assessment or the like pending or, to the Knowledge of Seller, threatened with respect to any of the Company Real Property. Each Acquired Company has the right to use and occupy the Company Leased Real Property for the full term of the Real Property Lease relating thereto.
(b) The Company has made available to Purchaser true and complete copies of the Real Property Leases, together with all amendments, modifications and supplements thereto. With respect to the Leased Real Property, no Acquired Company has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Leased Real Property, other than Permitted Liens.
(c) Except for the Company Real Property, no Acquired Company has any continuing liability in respect of any other property formerly owned or occupied by any Acquired Company either as the original contracting party or by virtue of any direct covenant having been given on a sale or assignment to any Acquired Company or as a guarantor of the obligations of any other Person in relation to such property.
Real Property. (a) Section 2.9(a) of the Remainco Disclosure Letter sets forth as of the date hereof the address, fee owner and description of use of all Spinco Owned Real Property. With respect to the Spinco Owned Real Property: (i) the Spinco Companies have good and marketable title to each parcel of Spinco Owned Real Property; (ii) other than the Spinco Companies, no Person has the right to use or occupy any Spinco Owned Real Property, or any material portion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any Spinco Owned Real Property or any material portion thereof or interest therein; and (iv) to the Knowledge of Remainco, there are no condemnation proceedings pending, threatened or proposed against any Spinco Owned Real Property and, to the Knowledge of Remainco, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Spinco Owned Real Property.
(b) Section 2.9(b) of the Remainco Disclosure Letter sets forth as of the date hereof an accurate list of each lease or other agreement pursuant to which any of the Spinco Companies leases or uses (or intends to lease or use upon the Spinco Contribution) real property from any other Person for annual base rent payments in excess of $1,000,000 (all such real property leased or used by the Spinco Companies pursuant to the real property leases or other agreements identified or required to be identified in Section 2.9(b) of the Remainco Disclosure Letter, including all buildings, structures, fixtures and other improvements leased thereunder, is referred to as the “Spinco Leased Real Property”). After giving effect to the Contemplated Transactions described in or contemplated by the Separation Agreement and the Real Estate Matters Agreement, each of the leases or other agreements relating to the Spinco Leased Real Property will be as of the Closing (i) a valid and subsisting leasehold interest, or valid right to use, of one of the Spinco Companies; (ii) a valid and binding obligation of such Spinco Company free of Encumbrances (other than Permitted Encumbrances); and (iii) enforceable by and against such Spinco Company in accordance with its terms, except as individually or in the aggregate, would not reasonably be expected to be material to the Spinco Business. To the Knowledge of Remainco, there are no condemnation proceedings pending, threaten...
Real Property. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or its Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Real Property. (a) None of the Company or any of its Subsidiaries owns any real property.
(b) Section 3.10(b) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property leased by any of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is a tenant or landlord as of the date of this Agreement (individually, a “Real Property Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). True and complete copies of all such Real Property Leases have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with its terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no material disputes with respect to any Real Property Lease.
(c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Company or its Subsidiaries reflected in the Company’s consolidated balance sheet as of December 31, 2022 or thereafter acquired by the Comp...
Real Property. (a) Schedule 4.9 sets forth (i) the street address of all real property and all interests in real property, in each case that is owned in fee by any Asset Selling Subsidiary in connection with the Liquid Finishing Business or by any Acquired Subsidiary (collectively, the “Owned Real Property”; the Owned Real Property owned by any Asset Selling Subsidiary is referred to herein collectively as the “Seller Owned Real Property”), indicates the Asset Selling Subsidiary or Acquired Subsidiary that is the owner thereof and indicates whether such Owned Real Property is used in the Powder Finishing Business; and (ii) the street address of all real property and all interests in real property, in each case that is leased or occupied by any Asset Selling Subsidiary in connection with the Liquid Finishing Business or by any Acquired Subsidiary or that any Asset Selling Subsidiary (in connection with the Liquid Finishing Business) or any Acquired Subsidiary has the right to lease or occupy, now or in the future (each such agreement, whether written or oral, being a “Real Property Lease” and any real property leased or occupied under a Real Property Lease being “Leased Real Property”), indicates the Asset Selling Subsidiary or Acquired Subsidiary that is the tenant or holds the future right to occupy under such Real Property Lease, and indicates whether such Leased Real Property is used in the Powder Finishing Business. The Owned Real Property and the Leased Real Property are collectively referred to herein as the “Real Property.”
(b) All of the land, buildings, structures and other improvements used by any Asset Selling Subsidiary or any Acquired Subsidiary in the conduct of the Liquid Finishing Business are included in the Real Property. Except for the Real Property Leases and any subleases with respect to the Real Property identified on Schedule 4.9, there is no lease (including sublease) or occupancy agreement in effect with respect to any Real Property. There is no pending or, to Sellers’ Knowledge, threatened condemnation or other eminent domain proceeding affecting any Real Property or any sale or other disposition of any Real Property in lieu of condemnation. No Real Property has suffered any material damage by fire or other casualty that has not been completely repaired and restored.
(c) Each Asset Selling Subsidiary and each Acquired Subsidiary has a valid leasehold interest under its respective Real Property Leases. No Asset Selling Subsidiary nor any Acquired...
Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property.
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zonin...