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

Real Property; Title to Assets. a. The Company does not own any, nor has the Company ever owned any, real property, nor is the Company party to any agreement to purchase or sell any real property. Section 3.15(a) of the Company Disclosure Schedule lists each parcel of real property currently leased or subleased by the Company or any Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable (and unpaid) by the Company or any Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been delivered to Parent. To the Company’s knowledge, all such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (after the giving of any required notice and the expiration of any applicable cure period) by the Company or any Subsidiary or, to the Company’s knowledge, by the other party to such lease or sublease. b. There are no material contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary for the purposes for which it is currently being used. To the Company’s knowledge there are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary other than those that would not, individually or in the aggregate, have a Company Material Adverse Effect. c. Each of the Company and the Subsidiaries has valid leasehold or subleasehold interests in all of its real properties and assets used or held for use in its business, free and clear of any liens except for (i) liens with an aggregate value of less than $250,000 or (ii) statutory liens for Taxes or other governmental charges not yet due and payable, or mechanics’ or similar liens arising in the ordinary course of business that are not individually or in the aggregate material in amount.

Appears in 1 contract

Sources: Merger Agreement (Epocrates Inc)

Real Property; Title to Assets. a. The Company does not own any, nor has the Company ever owned any, real property, nor is the Company party to any agreement to purchase or sell any real property. Section 3.15(a(a) of the Company Disclosure Schedule lists each parcel All current leases and subleases of real property currently leased or subleased entered into by the Company or any Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable (and unpaid) by the a Company or any Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been delivered to Parent. To the Company’s knowledge, all such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (after the giving or event which, with notice or lapse of any required notice and the expiration of any applicable cure periodtime, or both, would constitute a default) by the Company or any Company Subsidiary or, to the Company’s knowledge, or by the other party to such lease or sublease. b. , or person in the chain of title to such leased premises. There are no material contractual or legal restrictions that preclude or restrict the ability to use any real property owned owned, leased or leased subleased by the Company or any Company Subsidiary for the purposes for which it is currently being used. To the Company’s knowledge there There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary other than those that would not, individually or in the aggregate, have a Company Material Adverse EffectSubsidiary. c. (b) Each of the Company and the Company Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in in, all of its real properties and assets assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any liens Liens, except for Permitted Encumbrances (i) liens and, only with an aggregate value respect to land use rights and permits under PRC Law, except with respect to any defect of less than $250,000 which that does not give rise to a Company Material Adverse Effect). There are no pending or (ii) statutory liens threatened, condemnation or imminent domain proceedings that would affect any part of the properties or assets of each of the Company and the Company Subsidiaries, whether leased, subleased or owned, tangible or intangible, real, personal or mixed, in each case used or held for Taxes or other governmental charges not yet due and payable, or mechanics’ or similar liens arising use in the ordinary course of business that are not individually or in the aggregate material in amountits business.

Appears in 1 contract

Sources: Merger Agreement (Sino Gas International Holdings, Inc.)

Real Property; Title to Assets. a. The Company does not own any, nor has the Company ever owned any, real property, nor is the Company party to any agreement to purchase or sell any real property. Section 3.15(a(a) Each of the Company Disclosure Schedule lists and the Company Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except for Permitted Liens. There are no pending or, to the knowledge of the Company, threatened, condemnation or imminent domain proceedings that would affect any part of the properties or assets of each parcel of the Company and the Company Subsidiaries, whether leased, subleased or owned, tangible or intangible, real, personal or mixed, in each case used or held for use in its business, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries. (b) All current leases and subleases of real property currently leased or subleased entered into by the Company or any Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable (and unpaid) by the a Significant Company or any Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been delivered to Parent. To the Company’s knowledge, all such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there is notno, under any of such leases, any existing material default or event of default (after the giving of any required notice and the expiration of any applicable cure period) by the Company or any Company Subsidiary or, to the knowledge of the Company’s knowledge, by the other party to such lease or sublease. b. There are no material contractual , or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary for the purposes for which it is currently being used. To the Company’s knowledge there are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary other than those that would not, individually or person in the aggregate, have a Company Material Adverse Effectchain of title to such leased premises. c. Each of the Company and the Subsidiaries has valid leasehold or subleasehold interests in all of its real properties and assets used or held for use in its business, free and clear of any liens except for (i) liens with an aggregate value of less than $250,000 or (ii) statutory liens for Taxes or other governmental charges not yet due and payable, or mechanics’ or similar liens arising in the ordinary course of business that are not individually or in the aggregate material in amount.

Appears in 1 contract

Sources: Merger Agreement (Stonemor Inc.)

Real Property; Title to Assets. a. The Company does not own any, nor has the Company ever owned any, real property, nor is the Company party to any agreement to purchase or sell any real property. Section 3.15(a) of the Company Disclosure Schedule lists each parcel of real property currently leased or subleased by the Company or any Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable (and unpaid) by the Company or any Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been delivered to Parent. To the Company’s 's knowledge, all such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (after the giving of any required notice and the expiration of any applicable cure period) by the Company or any Subsidiary or, to the Company’s 's knowledge, by the other party to such lease or sublease. b. There are no material contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary for the purposes for which it is currently being used. To the Company’s 's knowledge there are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary other than those that would not, individually or in the aggregate, have a Company Material Adverse Effect. c. Each of the Company and the Subsidiaries has valid leasehold or subleasehold interests in all of its real properties and assets used or held for use in its business, free and clear of any liens except for (i) liens with an aggregate value of less than $250,000 or (ii) statutory liens for Taxes or other governmental charges not yet due and payable, or mechanics' or similar liens arising in the ordinary course of business that are not individually or in the aggregate material in amount.

Appears in 1 contract

Sources: Merger Agreement (Athenahealth Inc)