Common use of Real Property; Title to Assets Clause in Contracts

Real Property; Title to Assets. (a) Section 3.10(a) of the Disclosure Schedules lists all real property in which the Company has an ownership or leasehold (or subleasehold) interest (together with all buildings, structures, and improvements located thereon, the “Real Property”), including: (i) the street address of each parcel of Real Property; (ii) for Real Property that is leased or subleased by the Company, the landlord under the lease and the rental amount currently being paid, and the expiration of the term of such lease or sublease, and any termination or renewal rights of any party to the lease; and (iii) the current use of each parcel of Real Property. Sellers have delivered or made available to Buyer true, correct, and complete copies of all Contracts, title insurance policies, and surveys relating to the Real Property that are in the Company’s or Sellers’ possession. (b) The Company has good and valid (and, in the case of owned Real Property and personal property and other assets, good and indefeasible fee simple) title to, or a valid leasehold interest in, all Real Property reflected in the Financial Statements or acquired after the Balance Sheet Date. All Real Property and such personal property and other assets (including leasehold interests) are free and clear of Encumbrances except for those items set forth in Section 3.10(b) of the Disclosure Schedules. (c) The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to possess, lease, occupy, or use any leased Real Property. To Sellers’ Knowledge, the use of the Real Property in the conduct of the Company's business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit, or Contract and, to Sellers’ Knowledge, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Enservco Corp)

Real Property; Title to Assets. (a) Section 3.10(a) of the The Disclosure Schedules lists all real property in which the Company has an ownership or leasehold (or subleasehold) interest (together with all buildings, structures, and improvements located thereon, the "Real Property"), including: (i) the street address of each parcel of Real Property; (ii) for Real Property that is leased or subleased by the Company, the landlord under the lease and lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease, and any termination or renewal rights of any party to the leaseeither party; and (iii) the current use of each parcel of Real Property. Sellers have Seller has delivered or made available to Buyer true, correct, and complete copies of all Contracts, title insurance policies, and surveys relating to the Real Property that are in the Company’s or Sellers’ possessionProperty. (b) The Company has good and valid (and, in the case of owned Real Property and personal property and other assetsProperty, good and indefeasible fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date (other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date). All Real Property and such personal property and other assets (including leasehold interests) are free and clear of Encumbrances except for those items set forth in Section 3.10(b) of the Disclosure Schedules. (c) The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to possess, lease, occupy, or use any leased Real Property. To Sellers’ Knowledge, the The use of the Real Property in the conduct of the Company's business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit, or Contract and, to Sellers’ Knowledge, agreement and no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company.

Appears in 1 contract

Sources: Stock Purchase Agreement (Dalrada Financial Corp)

Real Property; Title to Assets. (a) To the best of each Seller’s knowledge, Section 3.10(a3.09(a) of the Disclosure Schedules lists all real property in which the Company has an ownership or leasehold (or subleasehold) interest (together with all buildings, structures, and improvements located thereon, the "Real Property"), including: (i) the street address of each parcel of Real Property; (ii) for Real Property that is leased or subleased by the Company, the landlord under the lease and lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease, and any termination or renewal rights of any party to the lease; and (iii) the current use of each parcel of Real Property. Sellers have delivered or made available to Buyer true, correct, and complete copies of all Contracts, title insurance policies, and surveys relating to the Real Property that are in the Company’s or and, to Sellers’ possessionactual knowledge, such copies are true, correct, and complete copies of the applicable Material Contracts. (b) The Company has good and valid (and, in the case of owned Real Property and personal property and other assetsProperty, good and indefeasible fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date (other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date). All Real Property and such personal property and other assets (including leasehold interests) are free and clear of Encumbrances except for those items set forth in Section 3.10(b3.09(b) of the Disclosure Schedules. (c) The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to possess, lease, occupy, or use any leased Real Property. To Sellers’ Knowledge, the The use of the Real Property in the conduct of the Company's business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit, or Contract and, to Sellers’ Knowledge, and no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company.

Appears in 1 contract

Sources: Stock Purchase Agreement (LZG International, Inc.)

Real Property; Title to Assets. (a) The Company does not own, and has never owned, any real property. Section 3.10(a) of the Disclosure Schedules lists all real property in which the Company has an ownership or a leasehold (or subleasehold) interest (together with all buildings, structures, and improvements located thereon, the “Real Property”), including: (i) the street address of each parcel of Real Property; (ii) for Real Property that is leased or subleased by the Company, the landlord under the lease and lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease, and any termination or renewal rights of any party to the leaseeither party; and (iii) the current use of each parcel of Real Property. Sellers have delivered or made available to Buyer true, correct, true and complete originals or copies of all Contracts, title insurance policies, and surveys Contracts relating to the Real Property that are in the Company’s or Sellers’ possessionProperty. (b) The Company has good and valid (and, leasehold interest in the case of owned all Real Property and personal property and other assets, good and indefeasible fee simple) title to, or a valid leasehold interest in, all Real Property assets reflected in the Financial Statements or acquired after the Balance Sheet Date (other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date). All Real Property and such personal property and other assets (including leasehold interests) are free and clear of Encumbrances except for those items set forth in Section 3.10(b) of the Disclosure SchedulesEncumbrances. (c) The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to possess, lease, occupy, or use any leased Real Property. To Sellers’ Knowledge, the The use of the Real Property in the conduct of the Company's ’s business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit, or Contract and, to Sellers’ Knowledge, agreement and no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company.

Appears in 1 contract

Sources: Unit Purchase Agreement (Ocean Power Technologies, Inc.)

Real Property; Title to Assets. (a) Section 3.10(a) of the Disclosure Schedules lists all real property in which the Company has an ownership or a leasehold (or subleasehold) interest (together with all buildings, structures, and improvements located thereon, the “Real Property”), including: (i) the street address of each parcel of Real Property; (ii) for Real Property that is leased or subleased by the Company, the landlord under the lease and lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease, and any termination or renewal rights of any party to the lease; and (iii) the current use of each parcel of Real Property. Sellers have delivered or made available to Buyer true, correct, and complete copies of all Contracts, title insurance policies, and surveys relating to the Real Property that are in the Company’s or Sellers’ possessionProperty. The Company does not own any Real Property. (b) The Company holds title to or has good and valid (and, in the case of owned Real Property and personal property and other assets, good and indefeasible fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date (other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date). All Real Property and such personal property and other assets (including leasehold interests) are free and clear of Encumbrances except for those items set forth in Section 3.10(b) of the Disclosure Schedules. (c) The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to possess, lease, occupy, or use any leased Real Property. To Sellers’ Knowledge, the The use of the Real Property in the conduct of the Company's ’s business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit, or Contract and, to Sellers’ Knowledge, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the CompanyContract.

Appears in 1 contract

Sources: Stock Purchase Agreement (Information Analysis Inc)

Real Property; Title to Assets. (a) Section 3.10(a) of the Disclosure Schedules lists all real property in which the Company has an ownership or leasehold (or subleasehold) interest (together with all buildings, structures, and improvements located thereon, the “Real Property”), including: (i) the street address of each parcel of Real Property; (ii) for Real Property that is leased or subleased by the Company, the landlord under the lease and lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease, and any termination or renewal rights of any party to the lease; and (iii) the current use of each parcel of Real Property. Sellers have Seller has delivered or made available to Buyer true, correct, and complete copies of all Contracts, title insurance policies, and surveys relating to the Real Property that are in the Company’s or Sellers’ possessionProperty. (b) The Company has good and valid (and, in the case of owned Real Property and personal property and other assets, good and indefeasible fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date (other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date). All Real Property and such personal property and other assets (including leasehold interests) are free and clear of Encumbrances except for those items set forth in Section 3.10(b) of the Disclosure Schedules. (c) The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to possess, lease, occupy, or use any leased Real Property. To Sellers’ Knowledge, the The use of the Real Property in the conduct of the Company's ’s business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit, or Contract and, to Sellers’ Knowledge, and no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company.

Appears in 1 contract

Sources: Stock Purchase Agreement (Nature's Miracle Holding Inc.)