Real Property; Assets Clause Samples

Real Property; Assets. (a) Schedule 4.19(a) sets forth the address, owner and description of each parcel of Owned Real Property. The Company, or the applicable Subsidiary of the Company that owns the applicable parcel of Owned Real Property, has good and valid title to the Owned Real Property and owns the Owned Real Property free and clear of all Liens, except for Permitted Liens. Except as set forth on Schedule 4.19(a), neither the Company nor any of its Subsidiaries owns any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 4.19(b) contains a true, correct and complete list of all Leased Real Property. The Company has made available to Acquiror true, correct and complete copies of the material leases, subleases and occupancy agreements (including all modifications, amendments, supplements, waivers and side letters thereto) for the Leased Real Property to which the Company or any of its Subsidiaries is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. Each Real Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company or its Subsidiaries, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect, (ii) has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Acquiror and (iii) covers the entire estate it purports to cover, and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and delivery of this Agreement by the Company or the consummation of the transaction contemplated hereby by the Company, upon the consummation of the transactions contemplated by this Agreement, will entitle the Surviving Company (or its Subsidiaries) to the exclusive use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Real Estate Lease Documents for the purpose speci...

Real Property; Assets. In connection with the pledge of any Real Property Assets, the Collateral Agent and the Administrative Agent shall have received the following upon the date such Real Property Assets are pledged (unless waived by the Administrative Agent in its sole discretion): (a) a Real Property Mortgage encumbering each Real Property Asset in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by the Borrower or Subsidiary that is the owner of or holder of any interest in such Real Property Asset, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Real Property Asset is situated, together with such certificates, affidavits, questionnaires or returns as shall be reasonably and customarily required by the Title Company in connection with the recording or filing thereof to create a lien under applicable requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; provided, however, that Borrower shall only be obligated to execute and deliver, or cause to be executed and delivered, to the Collateral Agent any relevant Real Property Mortgage and shall not be responsible for recording such Real Property Mortgage in the event that the Collateral Agent shall fail to do so after such Real Property Mortgage and any other related deliverables required to be delivered to the Collateral Agent or the Administrative Agent in connection with such filing pursuant to the terms of this Agreement have been executed and delivered; (b) with respect to each Real Property Asset, such consents, approvals, amendments, supplements, estoppels (but only to the extent obtained), tenant subordination agreements (unless the applicable tenant’s lease provides for automatic subordination) or other instruments as necessary to consummate the transactions contemplated by the Loan Documents or as shall reasonably be deemed necessary by the Administrative Agent or the Collateral Agent in order for the owner or holder of the fee or ground leasehold interest constituting such Real Property Asset to grant the Lien contemplated by the Real Property Mortgage with respect to such Real Property Asset and the owner or ground tenant thereof; (c) with respect to each Real Property Mortga...

Real Property; Assets. (a) The Company does not currently and has never owned any real property. (b) Section 4.20 of the Disclosure Schedule contains an accurate and complete list of all real property leased by the Company (the “Leased Real Property”). The Company has made available to Purchaser accurate and complete copies of the leases, subleases and occupancy agreements (including all modifications, amendments, supplements, waivers and side letters thereto) for the Leased Real Property to which the Company is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. (c) Each Real Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company, as applicable, and each such lease is in full force and effect, (ii) has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Purchaser and (iii) except as would not, individually or in the aggregate, be material to the Company, covers the entire estate it purports to cover, and upon the consummation of the Contemplated Transactions, will entitle the Company to the use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises to the extent specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (d) No material default by (i) the Company or (ii) to the Knowledge of Sellers, any landlord or sub-landlord, as applicable, presently exists under any Real Estate Lease Documents. The Company has not received written or, to the Knowledge of Sellers, oral notice of any material default under any Real Estate Lease Document. To the Knowledge of Sellers, no event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a material default under any Real Estate Lease Document by the Company (as tenant, subtenant or sub-subtenant, as applicable) or by the other parties thereto. The Company has not subleased or otherwise granted any Person the right to use or occupy any Leased Real Property which is still in effect. The Company has not collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein which is still in effect. Except for the Permitted Liens, there exist no Liens affecting the Leased ...

Real Property; Assets. A. The parties agree that the work previously conducted regarding location, scope and design of the Convention Center expansion retains relevance. Accordingly, they expect the CIB to incorporate that work, updated as appropriate with additional data and input from City and County leadership and the public, into the CIB’s selection of a site for the Expanded Convention Center and sites for related amenities (e.g., hotel(s), parking garage), corresponding designs for the same, and partner selection for architectural and design services and hotelier(s). B. The CIB shall request from the parties such transfer of ownership of property assets as are needed in its judgment successfully to complete the Project, including property needed directly for such structures or needed to help finance them, and on such terms as needed. The Parties shall in good faith review and negotiate regarding such requests. The Parties agree that the County properties located south of W. 3rd Street and east of South College Avenue shall not become available for use prior to the conclusion of the 2024 election cycle.

Real Property; Assets. Schedule 4.16 sets forth all real property that, as of the Closing Date, is owned, leased, occupied, used, controlled, managed or operated by the Borrower and its Subsidiaries.

Real Property; Assets. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) ‎Section 5.17 of the Company Disclosure Schedule sets forth a complete and accurate list of Leased Real Property. The Leased Real Property constitutes all of the real property occupied or operated by the Company or its Subsidiaries in connection with their business. (c) Each lease related to the Leased Real Property to which the Company or any of its Subsidiaries is a party is a legal, valid, binding and enforceable obligation of each of the parties thereto and is in full force and effect. The Company and its Subsidiaries have valid leasehold interests in, and enjoy undisturbed possession under, all Leased Real Property. Neither the Company nor any of its Subsidiaries is in material breach or material default under any such lease, and no condition exists which (with or without notice or lapse of time or both) would constitute a default by the Company or any of its Subsidiaries thereunder or, to the knowledge of the Company, by the other parties thereto. (d) Neither the Company nor any of its Subsidiaries have subleased or otherwise granted any Person the right to use or occupy any Leased Real Property, which is still in effect. Neither the Company nor any of its Subsidiaries have collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein, which is still in effect. Except for Permitted Liens, there exist no Liens affecting all or any portion of the Leased Real Property created by, through or under the Company or any of its Subsidiaries. (e) There are no pending or, to the knowledge of the Company, threatened, (i) Actions or other proceedings to take all or any portion of the Leased Real Property or any interests therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or (ii) sales or dispositions in relation to any such Action or proceeding. (f) Except for Permitted Liens, the Company and each of its Subsidiaries have good and valid title to the material tangible assets of the Company and such Subsidiary. The assets of the Company and its Subsidiaries to be acquired by LIVK pursuant to this Agreement constitute all material tangible assets used or held for use by the Company and its Affiliates in, and necessary and sufficient for the operation of the businesses of the Company and its Subsidiaries as presently operated.

Real Property; Assets. (i) Neither the Company nor any of its Subsidiaries owns any real property or any interest in any real property. (ii) With respect to the real property leased or subleased to the Company or any of its Subsidiaries (the “Leased Real Property”), the lease or sublease for such property is in full force and effect, and, to the Knowledge of the Company, none of the Company or any of its Subsidiaries is in material breach of or default under such lease or sublease, and, to the Knowledge of the Company, no event has occurred which, with notice, lapse of time or both, would constitute a material breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. A correct and complete copy of each lease or sublease for Leased Real Property which is a Company Material Contract has previously been made available to Parent. (iii) The Company and each of its Subsidiaries has good and valid title to or valid leasehold or sublease interests or other comparable contract rights in or relating to all of its properties and assets necessary for the conduct of its business as currently conducted, free and clear of all Liens, except for (A) Liens of Taxes not yet due and payable, (B) Liens disclosed in the Company Reports, and (C) Liens and imperfections in title that individually or in the aggregate have not materially interfered with, and would not reasonably be expected to materially interfere with, its ability to conduct its business as currently conducted.

Real Property; Assets. Neither the Borrower, the -------------------- REIT nor any other Loan Party shall acquire any Real Property Asset unless an Environmental Report for such Real Property Asset dated within six (6) months of the proposed acquisition date has been prepared and if requested, delivered to Agent showing that there are no Hazardous Substances or other environmental conditions on such Real Property Asset not in compliance with Environmental Laws.

Real Property; Assets. Fee Properties 1. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, Rancho Santa Margarita, CA 92688 2. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 3. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 4. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Rancho Santa Margarita, CA 92688 5. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Rancho Santa Margarita, CA 92688 6. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Rancho Santa Margarita, CA 92688 7. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Rancho Santa Margarita, CA 92688 8. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Rancho Santa Margarita, CA 92688 9. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 10. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 11. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 12. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 1. Lease between Colton Plano, L.P. and Applied Medical Resources Corporation for a strip of land, approximately 20 feet wide and approximately 475 feet long, located adjacent to Applied Medical Resources Corporations’ real properties located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, 22872 Avenida Empresa and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (Walkway) 2. Lease between Medline Industries, Inc. and Applied Medical Distribution Corporation for real property located at Medline B54, ▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Deeds of Trust on real property owned by EEM Property Mgt., LLC and located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Rancho Santa Margarita, CA 92688 (See Paragraph 4, Item 7.2.6(a)).