Real Property and Leaseholds Clause Samples

Real Property and Leaseholds. There is listed in paragraph 1.7 of the Schedule (i) a description of the Real Estate, (ii) a description of each other parcel of real property owned by, leased to or used in the Business of Seller or with respect to which Seller has executed a purchase agreement to buy or as to which Seller has an option to acquire, and (iii) a description of each lease of real property under which the Seller is a lessor, lessee, sublessor or sublessee (the "Real Estate Leases"). Except as indicated in paragraph 1.7 of the Schedule: (a) Seller has good and marketable, indefeasible, fee simple title to, or a valid leasehold interest in, all real property reflected in the Balance Sheet or acquired after the Balance Sheet Date, including, without limitation, the Real Estate, except for properties sold since the Balance Sheet Date in the ordinary course of business consistent with past practices; (b) All Real Estate Leases are valid, binding and enforceable in accordance with their respective terms and there does not exist under any such Real Estate Lease any default or any event which with notice or lapse of time or both would constitute a default thereunder; (c) To the best knowledge of Principals, and except as otherwise disclosed in the structural engineering report delivered to Buyer pursuant to Section 8.1(o) hereof, the plants, buildings and structures located on the Real Estate and those reflected on the Latest Balance Sheet are in good operating condition and repair and have been maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are suitable for their present uses and, in the case of each plant, building and other structure (including without limitation, the roofs thereof), are structurally sound; (d) Seller currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from all such real properties, including, without limitation, the Real Estate, as is necessary for the conduct of the Business of Seller, except for such access or easements which are not valid and which would not, individually or in the aggregate, have a material adverse effect on the value or present use of such property; (e) None of the real property, including, without limitation, the Real Estate is subject to any liens, except (i) liens disclosed on the Balance Sheet, (ii) liens for taxes not yet due or being contested i...

Real Property and Leaseholds. (a) To the Knowledge of the Company, each lease agreement and mortgage to which the Company or any Subsidiary is a party is in full force and effect in accordance with its terms. (b) With respect to each parcel of real property owned or leased by the Company or any of its Subsidiaries: (i) The Company or the relevant Subsidiary, as the case may be, has good and valid title to and/or a valid and subsisting leasehold interest in each item of real property and leasehold, as appropriate, free and clear of all mortgages, liens, Encumbrances (except Permitted Encumbrances), leases, equities, claims, charges, easements, rights-of-way, covenants, conditions and restrictions, except for liens, if any, for property taxes not due; (ii) No officer, director or employee of the Company, of any Subsidiary or of any Affiliate of the Company, nor any Subsidiary or Affiliate of the Company, owns directly or indirectly in whole or in part, any of such real properties or leaseholds; (iii) Neither the Company nor any Subsidiary is in default with respect to any material term or condition of any such mortgage or lease, nor has any event occurred which, through the passage of time or the giving of notice or both, would constitute a default thereunder by the Company or any Subsidiary or would cause the acceleration of any obligation of the Company or any Subsidiary or the creation of a lien or encumbrance upon any asset of the Company or any Subsidiary; (iv) All of the buildings, fixtures and other improvements described in SCHEDULE 4.19 are in reasonably good operating condition, have been maintained in accordance with reasonable industry practices and are adequate to conduct the business of the Company and its Subsidiaries, as the case may be, as presently conducted; and (v) Neither the Company nor any Subsidiary has received any notice or otherwise has Knowledge that the Company or any such Subsidiary, as the case may be, is in violation of any applicable building code, zoning ordinance or other law or regulation.

Real Property and Leaseholds. (a) The Company owns all material parcels of real property currently indicated as owned in fee by the Company on the Financial Statements (the "OWNED REAL ESTATE"). The Company holds marketable and legal title to each of the real properties constituting Owned Real Estate, free and clear of all Encumbrances, except for Encumbrances the existence of which would not have a Material Adverse Effect on the Company. (b) The Company holds valid and subsisting leasehold interests in all material parcels of real property leased or subleased to the Company (collectively, the "LEASED REAL ESTATE"), free and clear of all Encumbrances, except for Encumbrances the existence of which would not have a Material Adverse Effect on the Company.

Real Property and Leaseholds. 5.22.1. The Company owns all material parcels of real property currently indicated as owned in fee by the Company on the Financial Statements (the "Owned Real Estate"). The Company holds marketable and legal title to each of the real properties constituting Owned Real Estate, free and clear of all Encumbrances, except for Permitted Encumbrances, and except for Encumbrances the existence of which would not have a Material Adverse Effect. 5.22.2. To the Knowledge of the Company, the Company holds valid and subsisting leasehold interests in all material parcels of real property leased or subleased to the Company (collectively, the "Leased Real Estate"), free and clear of all Encumbrances, except for Permitted Encumbrances, and except for Encumbrances the existence of which would not have a Material Adverse Effect.

Real Property and Leaseholds. (a) SCHEDULE 5.24 lists and identifies all material parcels of real property currently owned in fee by the Company (the "Owned Real Estate"). The Company holds marketable and legal title to each of the real properties constituting Owned Real Estate, free and clear of all Encumbrances, except for Permitted Encumbrances. (b) SCHEDULE 5.24 lists and identifies all material parcels of real property leased or subleased to the Company (collectively, the "Leased Real Estate"). Except as set forth on SCHEDULE 5.24, to the knowledge of the Company, the Company holds valid and subsisting leasehold interests to each of the leaseholds constituting Leased Real Estate, free and clear of all Encumbrances, except for Permitted Encumbrances. (c) With respect to each lease, master lease or sublease of any real estate described in SCHEDULE 5.24, except as set forth in SCHEDULE 5.24 and to the knowledge of the Company, the Company is not and no other party thereto is, in default with respect to any material term or condition thereof, nor has any event occurred that through the passage of time or the giving of notice, or both, would constitute a material default thereunder, except in each such case for such defaults as would not reasonably be expected to result in any adverse consequence that, individually or in the aggregate, would have a Material Adverse Effect on the Company. (d) Except as set forth on SCHEDULE 5.24 and to the knowledge of the Company, all the real property leases relating to the Leased Real Estate are in full force and effect (including those that have expired original terms and are continuing on a month-to-month or similar basis) and the Company is entitled to all the rights of a tenant thereunder, taking into account the consummation of the transactions contemplated by this Agreement. Except as set forth on SCHEDULE 5.24, no Action against the Company is pending or, to the knowledge of the Company, threatened in connection with any such real property leases, except for any Action (not involving the failure to pay rent) that is not, individually or in the aggregate, reasonably expected to have a Material Adverse Effect.

Real Property and Leaseholds. 6.12.1. Section 6.12.1 of the Company Disclosure Letter lists -------------- and identifies all parcels of real property currently owned in fee by the Company (the "Owned Real Estate"). The Company holds, and at the Recap Closing ----------------- Company Sub will (subject to Section 2.3 hereof) hold, marketable and legal ----------- title to each of the real properties constituting Owned Real Estate, free and clear of all Encumbrances, except for Permitted Encumbrances. 6.12.2. Section 6.12.2(a) of the Company Disclosure Letter lists ----------------- and identifies all parcels of real property leased or subleased to the Company (collectively, the "Leased Real Estate"). Except as set forth in Section ------------------ ------- 6.12.2(b) of the Company Disclosure Letter, the Company holds, and at the Recap --------- Closing Company Sub will (subject to Section 2.3 hereof) hold, valid and ----------- subsisting leasehold interests to each of the leaseholds constituting Leased Real Estate, free and clear of all Encumbrances, except for Permitted Encumbrances. 6.12.3. With respect to each lease, master lease or sublease of any real estate described in Section 6.12.2 of the Company Disclosure Letter, -------------- except as set forth in Section 6.12.3 of the Company Disclosure Letter, the -------------- Company is not and, to the knowledge of the Company no other party thereto is, in default with respect to any material term or condition thereof, nor has any event occurred that through the passage of time or the giving of notice, or both, would constitute a material default thereunder, except in each such case for such defaults as would not reasonably be expected to result in (i) a material payment being made by the Company to the landlord, (ii) termination of the lease, or (iii) any other material adverse consequence, individually or in the aggregate, to the Company. 6.12.4. Except as set forth in Section 6.12.4(a) of the Company ----------------- Disclosure Letter, all the real property leases relating to the Leased Real Estate are in full force and effect (including those that have expired original terms and are continuing on a month-to-month or similar basis) and the Company is entitled to all the rights of a tenant thereunder, taking into account the consummation of the transactions contemplated by this Agreement. Except as set forth in Section 6.12.4(b) of the ---------------- Company Disclosure Letter, none of such real property leases contains any req...

Real Property and Leaseholds. (a) Schedule. Schedule 5.14 sets forth a correct and complete list and legal description of all Real Property and all Leaseholds in which the Company has an interest and its location. The Company has good, marketable and insurable title, in fee simple, to the Real Property, subject to Permitted Liens. Except as set forth in Schedule 5.14, none of the Real Property is subject to any lease or sublease. The Company has a valid leasehold interest in each of the Leaseholds. Except as set forth on Schedule 5.14(a), each of the Leaseholds is the subject of a written lease agreement, and to the Knowledge of the Sellers, there are no oral terms inconsistent with the

Real Property and Leaseholds. 10 4.6 Tangible Personal Property Other Than Inventory...................11 4.7 Intellectual Property Assets......................................12 4.8 Insurance.........................................................12 4.9

Real Property and Leaseholds. No Acquired Entity holds any Owned Real Estate or Leased Real Estate except as set forth on Schedule 4.7. [DualStar to confirm.]