Real Property Owned or Leased Sample Clauses
The 'Real Property Owned or Leased' clause identifies and details all real estate assets that a party owns or leases in connection with the agreement. It typically requires the party to list addresses, describe the nature of ownership or leasehold interests, and disclose any relevant encumbrances or obligations tied to the properties. This clause ensures transparency regarding property interests, helping to clarify what real estate is involved in the transaction and to allocate associated risks or responsibilities.
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Real Property Owned or Leased. (a) Section 3.14(a) of the Oakwood Disclosure Schedules contains a true, correct and complete list of all real property owned or leased by Oakwood or its Subsidiaries, including non-residential other real estate, and the owner or lessee thereof (the “Oakwood Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, Oakwood Real Property, title insurance policies for Oakwood Real Property that is owned by Oakwood or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to BFST.
(b) No lease or deed with respect to any Oakwood Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood Real Property pertaining to its current primary purpose.
(c) None of the buildings and structures located on any Oakwood Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood Real Property, except those violations and encroachments that do not, individually or in the aggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood Real Property. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇’s knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any Oakwood Real Property in the manner in which it is currently being used.
(d) Oakwood or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all Oakwood Real Property, and such interest is free and clear of all liens, charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood Financial Statements; and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real property.
(e) All buildings and other facilities used in the business of Oakwood and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) a...
Real Property Owned or Leased. A list and legal description of any real property (together with any improvements thereon) leased to or by the Company or in which Company has any interest, is set forth at Schedule 4.08 hereto. All such leased real property is held subject to written leases or other agreements which are valid and effective in accordance with their respective terms, and there are no existing defaults or events of default, or events which, with notice or lapse of time or both, would constitute defaults, thereunder on the part of the Company, except for such defaults, if any, which are not material (including, without limitation, “Material”) in character, amount or extent and do not, severally or in the aggregate, materially detract from the value or interfere with the present use of the property subject to such lease or affect the validity, enforceability or assignability of such lease or otherwise materially impair the Business of the Company. Neither the Company nor the Seller has any Knowledge of any default or claimed or purported or alleged default or state of facts which, with notice or lapse of time or both, would constitute a material default on the part of any other party in the performance of any obligation to be performed or paid by such other party under any lease referred to in, or submitted as a part of, Schedule 4.08 hereto. Except as set forth in Schedule 4.14 hereto, the transfer of the Shares and the consummation of the Transaction contemplated by this SPA will in no way affect the continuation, validity and effectiveness of any such lease or require the Consent of any third party under any such lease. The Company has furnished to the Buyer true and correct copies of all leases, deeds, title reports and legal descriptions of the real property referred to or set forth at Schedule 4.08 hereto.
Real Property Owned or Leased. (a) The Disclosure Letter contains a list and brief description of all of the owned real property of the Company (the "Owned Property") and all real property in which the Company has a leasehold interest held under leases (the "Leased Property") including the name of the lessor and any requirement of consent of the lessor to consummate the transactions contemplated hereby. The Owned Property and the Leased Property (together, the "Real Property") constitute all real properties used or occupied by the Company in connection with the Company's businesses reflected on the Financial Statements.
(b) With respect to the Real Property, except as set forth in the Disclosure Letter:
(i) no portion thereof is subject to any pending condemnation Proceeding or Proceeding by any public or quasi-public authority and, to the Best Knowledge of the Company and the Indemnifying Shareholders, there is no threatened condemnation or Proceeding with respect thereto;
(ii) the physical condition of the Real Property is sufficient to permit the continued conduct of the Subject Business as presently conducted subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction;
(iii) with respect to the Leased Property, the Company is the owner and holder of all the leasehold estates purported to be granted by such lease and each lease is in full force and effect and constitutes a valid and binding obligation of the Company;
(iv) no notice of any increase in the assessed valuation of the Real Property and no notice of any contemplated special assessment has been received by the Company and to the Best Knowledge of the Company and the Indemnifying Shareholders, there is no threatened special assessment pertaining to any of the Real Property;
(v) there are no Contracts, written or oral, to which the Company is a party, granting to any party or parties the right of use or occupancy of any portion of the parcels of the Real Property;
(vi) there are no parties (other than the Company or its lessees disclosed pursuant to paragraph (v) above) in possession of the Owned Property; and
(vii) with respect to the Leased Property, there have been no discussions or correspondence with the landlord concerning renewal terms for those leases scheduled to expire within 12 months of the date of this Agreement.
Real Property Owned or Leased. (a) Other than real property acquired through foreclosure or deed in lieu of foreclosure, Schedule 2.8(a) contains a true, correct and complete list of all real property owned or leased by State Bank (the "Bank Real Property"). True and complete copies of all deeds, leases and title insurance policies for, or other documentation evidencing ownership of, the properties referred to in Schedule 2.8(a) and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to Bancshares.
(b) No lease with respect to any Bank Real Property and no deed with respect to any Bank Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Bank Real Property. Each of such leases is a legal, valid and binding obligation enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by the Bank or the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice lapse of time or the happening or occurrence of any other event would constitute a default thereunder.
(c) To the knowledge of State Bank, none of the buildings and structures located on any Bank Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Bank Real Property, except for those violations and encroachments which in the aggregate could not reasonably be expected to cause a Material Adverse Effect on the Condition of State Bank. No condemnation proceeding is pending or, to State Bank's knowledge, threatened, which would preclude or materially impair the use of any Bank Real Property in the manner in which it is currently being used.
(d) State Bank has good and indefeasible title to, or a valid and enforceable leasehold interest in, or a contract vendee's interest in, all Bank Real Property, and such interest is free and clear of all liens, charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith...
Real Property Owned or Leased. (a) Other than real property acquired through foreclosure or deed in lieu of foreclosure, Schedule 3.6(a) contains a true, correct and complete list of all real property owned or leased by GNB and GNB Bank (the “GNB Real Property”). True and complete copies of all of its deeds, leases and title insurance policies for, or other documentation evidencing ownership of, the properties referred to in Schedule 3.6(a) and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to Texas United.
(b) Except as set forth in Schedule 3.6(b), no lease with respect to any GNB Real Property and no deed with respect to any GNB Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such GNB Real Property. Each of such leases described in Schedule 3.6(b) is a legal, valid and binding obligation enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by GNB, and GNB Bank or the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with or without notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder.
(c) To the knowledge of GNB, none of the buildings and structures located on any GNB Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any GNB Real Property, except for those violations and encroachments which in the aggregate would not reasonably be expected to cause a Material Adverse Effect on GNB. No condemnation proceeding is pending or, to GNB’s knowledge, threatened, which would preclude or materially impair the use of any GNB Real Property in the manner in which it is currently being used.
(d) GNB and its Subsidiaries have good and indefeasible title to, or a valid and enforceable leasehold interest in, or a contract vendee’s interest in, all GNB Real Property, and such interest is free and clear of all liens, charges or other encumbrances, except (i) statutory liens...
Real Property Owned or Leased. (a) SCHEDULE 5.27(a) contains a list of all of the Facilities, except for the Massachusetts Facility, and the name of the Seller which owns, leases, subleases or otherwise occupies each such Facility is set forth opposite the name of such Facility. The Facilities are all owned, leased, subleased or otherwise occupied by the Sellers in the conduct of the Business. The description of each such Facility subject to one or more leases (the "Leased Property") includes the names of the lessor and the lessee and the basic terms thereof. The real property listed on SCHEDULE 5.27(a) constitutes all real property used or occupied by the Sellers in connection with the Business.
(b) Except for the facts revealed in Schedule B of the Title Commitment dated ________, 1999 (the "Title Commitment") issued by First American Title Insurance Company to the Purchaser which is identified on SCHEDULE 5.27(b):
(i) no portion of the Canadian Manufacturing Facility is subject to any pending condemnation Proceeding or Proceeding by any public or quasi-public authority and, to the Best Knowledge of the Sellers, there is no threatened condemnation or Proceeding with respect thereto;
(ii) the physical condition of the Canadian Manufacturing Facility is sufficient to permit the continued conduct of the Business as presently conducted thereon and as presently proposed to be conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction;
(iii) Galenica has good, valid and marketable title to the Canadian Manufacturing Facility free and clear of all Encumbrances;
(iv) Leisegang and the Foreign Subsidiaries are tenants under the leasehold estates purported to be granted by leases to the Florida, Canadian Office and the Berlin Facilities, as applicable;
(v) there are no Contracts, written or oral, to which the Sellers or any of their respective Affiliates is a party, granting to any party or parties the right of use or occupancy of any portion of any of the Facilities;
(vi) there are no parties (other than the Sellers) in possession of the Facilities; and
(vii) no notice of any increase in the assessed valuation of the Canadian Manufacturing Facility and no notice of any contemplated special assessment thereof has been received by any Seller, and to the Best Knowledge of the Sellers, there is no threatened increase in assessed valuation or threatened special assessment pertaini...
Real Property Owned or Leased. The Company does not own any real property. Except as set forth in Section 2.8 of the Company Disclosure Schedule, the Company enjoys peaceful and undisturbed possession under all leases under which it is the lessee, and all said leases are valid and subsisting and in full force and effect, except with respect to Permitted Liens, or as could not reasonably be expected to have a Company Material Adverse Effect.
Real Property Owned or Leased. The Company does not own any real property. A list and description of all real property leased to or by the Company or in which the Company has any interest is set forth in the Company Disclosure Schedule ("Company Premises"). All leased real property is held subject to written leases or other agreements which are valid and effective in accordance with their respective terms, and, to the best knowledge of the Company, except for "Immaterial Defaults" (as defined below) there are no existing defaults or events of default, or events which with notice or lapse of time or both would constitute defaults, other than Immaterial Defaults, thereunder on the part of the Company. For purposes of this Agreement, Immaterial Defaults are defaults which do not, individually or in the aggregate, cause the Company to fail to comply in all material respects with the terms and conditions of the applicable lease, contract, agreement or instrument. All rent and other charges due and owing by the Company under any lease has been paid in full and there are no disputes or claims between the Company and any other party to any lease. No construction, improvements, or alterations are in process, under construction or planned at any Company Premises, other than the movement of partitions and similar activities in connection with the relocation of Company personnel. The Company has no knowledge of any material default or claimed or purported or alleged material default or state of facts which with notice or lapse of time or both would constitute a material default on the part of any other party in the performance of any obligation to be performed or paid by such other party under any lease referred to in the Company Disclosure Schedule. The Company has not received any written or oral notice to the effect that any lease will not be renewed at the termination of the term thereof or that any such lease will be renewed only at a substantially higher rent. All structural, mechanical and other physical systems, including but not limited to heating, ventilating, air conditioning, plumbing, electrical, mechanical, sewer and drainage systems at Company Premises are in good operating condition and repair. All water, sewer, gas, electric, telephone, drainage and other utilities required for use and operation of the Company Premises are connected to municipal or public utility services and are fully operable and adequate to service the operation of the business of the Company at the Company Prem...
Real Property Owned or Leased. Neither the Company nor any ----------------------------- Company Subsidiary owns any real property. A list of all real property leased by the Company and each Company Subsidiary is set forth in Section 3.8 of the Company Disclosure Schedule. Except as set forth in Section 3.8 of the Company Disclosure Schedule, all such leased real property is held subject to written leases under which neither the Company nor any Company Subsidiary has received a written notice of any existing defaults or events of default or events which with notice or lapse of time or both would constitute defaults on the part of the Company or any Company Subsidiary, except for any such default which would not have, individually or in the aggregate, a Company Material Adverse Effect.
Real Property Owned or Leased. Networks does not own any real property. Attached to this Agreement as Schedule 4.9 are true and complete copies of all leases of real property (the "Leased Real Property") to which Networks is a party, including all amendments and modifications thereto (the "Real Property Leases"). Networks enjoys peaceful and undisturbed possession of the Leased Real Property, and the Real Property Leases are the valid and legally binding obligations of Networks and the respective lessors, enforceable against Networks and the respective lessors in accordance with their respective terms, subject to the effect of any bankruptcy or other similar law affecting creditors' rights generally, and are in full force and effect, subject to the effect of any bankruptcy or other similar law affecting creditors' rights generally. Networks (i) has not received written notice of default under any of the Real Property Leases, (ii) is not in material default of any Real Property Leases and (iii) no event has occurred which, with the passage of time or the giving of notice or both, would constitute a material default under any of the Real Property Leases.