Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property. (b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property. (c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business. (d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances. (e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Lenox Group Inc), Asset Purchase Agreement (Lenox Group Inc), Asset Purchase Agreement (Lenox Group Inc)
Real Property. (a) Section 3.09(a2.15(a) of the Sellers’ Seller Disclosure Schedule lists the street address, legal description where appropriate sets forth a true and the current owner of each parcel of real property in which any complete list of the Sellers Leases. The Seller has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies Buyer a true and complete copy of each deed for Lease. With respect to each parcel Lease, except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or be material to the MRT Program, taken as a whole:
(i) such Lease is valid, binding, enforceable and in full force and effect, and the Seller or a Selling Subsidiary enjoys peaceful and undisturbed possession of Owned the Leased Real Property; ;
(ii) neither the Seller nor any Selling Subsidiary is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and the Seller has paid all rent due and payable under such Lease;
(iii) all buildings situated on neither the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller nor any Selling Subsidiary has received nor given any written notice of any pending condemnation proceeding default or event that with notice or lapse of time, or both, would constitute a default by the Seller or a Selling Subsidiary under any of the Leases and, to the Seller’s Knowledge, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) neither the Seller nor any Selling Subsidiary has subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any threatened condemnation that would preclude portion thereof; and
(v) neither the Seller nor any Selling Subsidiary has pledged, mortgaged or impair the use of otherwise granted a Lien on its leasehold interest in any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased Except as would not reasonably be expected to have, individually or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Businessaggregate, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered a Seller Material Adverse Effect or be material to the Purchaser true and complete copies MRT Program, taken as a whole, (i) neither the Seller nor any Selling Subsidiary has received any written notice of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereofA) relating material violations of building codes or zoning ordinances or other applicable Laws, (B) existing, pending or, to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Seller’s Knowledge, each lease and sublease threatened in respect of writing, condemnation proceedings affecting the Leased Real Property is a valid lease or sublease (C) existing, pending or to the Seller’s Knowledge, threatened in writing, zoning, building code or other moratorium proceedings, or similar matters, which could reasonably be expected to materially and Sellers have received no written notice of default except adversely affect the ability to operate the Leased Real Property as disclosed in Section 3.09(bcurrently operated and (ii) during the tenancy of the Sellers’ Disclosure Schedule. To Sellers’ KnowledgeSeller or any Selling Subsidiary, neither the security deposit required pursuant to each lease and sublease in respect whole nor any material portion of the Leased Real Property has not been drawn upon damaged or destroyed by the relevant landlord fire or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyother casualty.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 3 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Translate Bio, Inc.), Asset Purchase Agreement (Translate Bio, Inc.)
Real Property. (a) Section 3.09(a) of Neither the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which Company nor any of the Sellers its Subsidiaries owns or has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in ever owned any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyreal property.
(b) Section 3.09(b3.15(b) of the Sellers’ Company Disclosure Schedule lists Letter contains a complete and accurate list of all of the street address and legal description where appropriate existing material leases, subleases, licenses or other agreements under which the Company or any of each parcel of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property leased or subleased by any Seller as tenant or subtenantin excess of 7,500 square feet (such property, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). To the extent as are in any The Company has heretofore delivered or made available to Newco a complete and accurate copy of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof all Leases (including all amendments thereto modifications, amendments, supplements, waivers and assignments side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in respect such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) relating to there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and there has not been any sublease or assignment entered into by clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of the Sellers its Subsidiaries is in respect material breach of or default under any Lease.
(c) Section 3.15(c) of the leases Company Disclosure Letter contains a complete and subleases relating accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. To Sellers’ With respect to each of the Subleases: (A) to the Company’s Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received there are no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance disputes with respect to each such lease or subleaseSublease; and (B) the other party to such Sublease is not an Affiliate of, as applicable. No Seller has received notice of and otherwise does not have any pending condemnation proceeding economic interest in, the Company or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the BusinessSubsidiary.
(d) Except as set forth in Section 3.09(d3.15(d) of the Sellers’ Company Disclosure Schedule, Sellers have Letter sets forth for each Lease and Sublease (i) in the case expiration date of Owned Real Propertysuch Lease or Sublease, good and valid title to, and (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the case transactions contemplated by this Agreement and (iii) the amount of the Leased Real Propertysecurity deposit, valid and binding leasehold interests in all of their respective material assetsif any, free and clear of any Liens, except, in each case, for Permitted Encumbrancesapplicable to such Lease or Sublease.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 3 contracts
Sources: Merger Agreement (Sumtotal Systems Inc), Merger Agreement (Sumtotal Systems Inc), Merger Agreement (Vista Equity Partners Fund III LP)
Real Property. (a) Section 3.09(a) Each of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate HBI and the current owner HBI Subsidiaries has good and marketable title, free and clear of each parcel of all Liens, to all material real property in which any of owned by such entity (the Sellers has fee title (or equivalent) interest and which is used in or held “Owned Properties”), except for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) Liens that do not materially detract from the present use of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; real property or otherwise materially impair business operations at such properties, (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; statutory Liens securing payments not yet due and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property Liens for real property Taxes not yet due and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertypayable.
(b) Section 3.09(b) A true and complete copy of each agreement pursuant to which HBI or any of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of HBI Subsidiaries leases any real property leased (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”), has heretofore been made available to FNB. Assuming due authorization, execution and delivery by the counterparty thereto, each Lease is valid, binding and enforceable against HBI or subleased by any Seller as tenant or subtenantthe HBI Subsidiary party thereto, as the case may be, which and, to the knowledge of HBI, against any other party thereto, in accordance with its terms and is used in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or held for use in similar laws affecting the conduct rights of the Business, creditors generally and the identity availability of the lessee of each equitable remedies. There is not under any such parcel of Leased Real Property. To the extent as are in Lease any material existing default by HBI or any of the Sellers’ possessionHBI Subsidiaries or, the Sellers have delivered to the Purchaser true and complete copies knowledge of HBI, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default. The consummation of the leases transactions this Agreement contemplates will not cause any default under the Leases, provided the consents and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as notices disclosed in this Section 3.09(b3.17(b) of the Sellers’ HBI Disclosure Schedule. To Sellers’ KnowledgeSchedule have been obtained or made, except for any such default which would not, individually or in the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlordaggregate, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyhave a Material Adverse Effect on HBI.
(c) The Owned Real Property Properties and the properties leased pursuant to the Leases (the “Leased Real Property Properties”) constitute all of the real property used in estate on which HBI and the HBI Subsidiaries maintain their facilities or conduct their business as of the Businessdate of this Agreement, except for locations the loss of which would not result in a Material Adverse Effect on HBI.
(d) Except as set forth in Section 3.09(d) A true and complete copy of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options agreement pursuant to which HBI or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property HBI Subsidiaries leases real property to a third party (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Third Party Leases”) has heretofore been made available to FNB. Assuming the due authorization, execution and delivery by the counterparty thereto, each Third Party Lease is valid, binding and enforceable against HBI or leases or subleases relating the HBI Subsidiary party thereto, as the case may be, and, to the Leased Real Propertyknowledge of HBI, against any other party thereto, in accordance with its terms and is in full force and effect, 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. To the knowledge of HBI, there are no existing defaults by the tenant under any Third Party Lease, and no event has occurred which with notice or lapse of time or both would constitute such a default or which individually or in the aggregate would have a Material Adverse Effect on HBI.
Appears in 3 contracts
Sources: Merger Agreement (FNB Corp/Pa/), Merger Agreement (Howard Bancorp Inc), Merger Agreement (Howard Bancorp Inc)
Real Property. (ai) Section 3.09(a) Each of the Sellers’ Disclosure Schedule lists Issuer, the street address, legal description where appropriate Parent Guarantor and the current owner of each parcel of real property in which any of the Sellers its subsidiaries has good and marketable fee simple title (or equivalent) interest and which is used in or held for use in the conduct case of ground leases, a valid leasehold interest) to all real property owned or ground leased (as applicable) by them and the Business. Except improvements (exclusive of improvements owned by tenants or by landlords, if applicable) located thereon, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in Section 3.09(athe Registration Statement, the General Disclosure Package and the Prospectus, (B) will not, singly or in the aggregate, materially affect the value of such property and do not interfere in any material respect with the Sellers’ Disclosure Schedule: use made and proposed to be made of such property by the Issuer, the Parent Guarantor or any of its subsidiaries or (iC) each Seller listed would not reasonably be expected individually or in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of aggregate, to have a parcel of Owned Real Property has good and valid title in fee simple to such parcelMaterial Adverse Effect; (ii) all of the leases and subleases material to the business of the Issuer, the Parent Guarantor and its subsidiaries, considered as one enterprise, and under which the Issuer, the Parent Guarantor or any of its subsidiaries hold Properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Parent Guarantor nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Issuer, the Parent Guarantor or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Parent Guarantor or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (iii) except as otherwise set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the entity owning such Property or of the Issuer, the Parent Guarantor or any of its subsidiaries, and such mortgages and deeds of trust, are not cross-defaulted or cross-collateralized to any property not owned, or owned, directly or indirectly, in whole or in part, by the Issuer, the Parent Guarantor or its subsidiaries; (iv) to the knowledge of the Issuer, the Parent Guarantor and its subsidiaries, none of the tenants under any lease of space at any of the Properties that, singly or in the aggregate, is material to the Issuer, the Parent Guarantor and its subsidiaries considered as one enterprise is the subject of bankruptcy, reorganization or similar proceedings; (v) none of the Issuer, the Parent Guarantor or any of its subsidiaries has received from any Governmental Entities any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and none of the Issuer, the Parent Guarantor or any of its subsidiaries knows of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (vi) each of the Properties complies with all applicable codes, ordinances, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for failures to the extent as are disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vii) neither the Parent Guarantor nor any subsidiary has received written notice of a proposed material special assessment or any proposed change in any property tax, zoning or land use law or availability of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real water affecting any Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude materially affect the value of such Property or impair interfere in any material respect with the use made or proposed to be made of any Owned Real such Property by the Business for Issuer, the purposes for Parent Guarantor or any of its subsidiaries; (viii) there are no subleases with respect to any Property or portion thereof except such as (A) are described in the Registration Statement, General Disclosure Package and Prospectus or (B) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (ix) the Issuer, the Parent Guarantor or one or more of its subsidiaries has obtained, on or prior to the date hereof, one or more title insurance policies on, whether directly or through assignment or endorsements, or a so-called “fairway-endorsement” on existing title policies covering, the fee interests (or leasehold interests as the case may be) from a nationally recognized title insurance company, or, if such title insurance policy has not yet been issued, a binding commitment by such title insurance company to issue such a policy, in any event covering each Property, with coverage in an amount at least equal to 80% to the cost of acquisition of such Property (including the principal amount of any indebtedness assumed in connection with such acquisition) by the Issuer, the Parent Guarantor or its subsidiary in which it title to such property is currently used. No Seller has received notice vested, including the principal amount of any indebtedness assumed with respect to the applicable Governmental Authority altering its zoning Laws so as to affect Property, and such title insurance policies, fairway endorsements or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenantbinding commitments, as the case may be, which is used are in full force and effect; (x) except as would not individually or held for use in the conduct aggregate materially affect the value of such property or interfere in any material respect with the use made and proposed to be made of such property by the Issuer, the Parent Guarantor or any of its subsidiaries, (a) there are no encroachments upon any Property by improvements on an adjacent property, and (b) none of the Businessimprovements on any Property encroach on any adjacent property, streets or alleys; (xi) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Issuer, the Parent Guarantor nor any of its subsidiaries is party to any material Lease (as defined below) that is required to be disclosed in the Registration Statement or the Prospectus; (xii) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Issuer, the Parent Guarantor nor any of its subsidiaries holds any Property under a ground lease, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of each ground lease described in the leases Registration Statement, the General Disclosure Package and subleases the Prospectus have been provided to the Underwriters or their counsel; (xiii) all real property owned or leased by the Parent Guarantor or a Subsidiary is free of material structural defects and all building systems contained therein are in good working order in all material respects, subject to ordinary wear and tear or, in each instance, the Parent Guarantor has created an adequate reserve to effect reasonably required repairs, maintenance and capital expenditures; to the knowledge of the Issuer and the Parent Guarantor, water, storm water, sanitary sewer, electricity and telephone service are all available at the date hereof (including all amendments thereto property lines of such property over duly dedicated streets or perpetual easements of record benefiting such property; except as described in the General Disclosure Package and assignments in respect thereof) relating the Prospectus, to the Leased Real Property, and there has not been any sublease or assignment entered into by any knowledge of the Sellers in respect of Issuer and the leases and subleases relating to the Leased Real Property. To Sellers’ KnowledgeParent Guarantor, each lease and sublease in respect of the Leased Real Property there is a valid lease no pending or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledgethreatened special assessment, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation tax reduction proceeding or any threatened condemnation that would preclude other action that, individually or impair in the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as aggregate, could reasonably be expected to affect increase or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of decrease the real property used taxes or assessments of any of such property, that, individually or in the conduct aggregate, could reasonably be expected to have a Material Adverse Effect; and (xv) to the knowledge of the Business.
(d) Except Issuer and the Parent Guarantor, except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) or described in the case of Owned Real PropertyRegistration Statement, good the General Disclosure Package and valid title tothe Prospectus, and and, with respect to (iiA) through (G) below, except as would not, individually or in the case aggregate, reasonably be expected have a Material Adverse Effect: (A) no rentals or other amounts due under any lease have been paid more than one (1) month in advance; (B) no tenant has asserted in writing any defense or set-off against the payment of rent in connection with any lease nor has any tenant contested any tax, operating cost or other escalation payment or occupancy charge, or any other amounts payable under its leases; (C) all tenants, licensees, franchisees or other parties under any lease, exhibit, schedule, amendment or other document related to the Leased Real Property, valid and binding leasehold interests lease of space at the Properties (the “Leases”) are in all possession of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
premises; (eD) Except as set forth in Section 3.09(e) none of the Sellers’ Leases has been assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered, except in connection with secured debt described in the Registration Statement, the General Disclosure SchedulePackage and the Prospectus; (E) none of the Issuer, the Parent Guarantor or any of its subsidiaries has waived any material provision under any of the Leases; (F) there are no options uncured events of default, or rights events that with the giving of first offer notice or rights passage of time, or both, would constitute an event of default, by any tenant under any of the terms and provisions of the Leases; and (G) no tenant under any of the Leases and no third party has a right of first refusal or similar rights or options have been granted by any Seller other right to any Person (other than purchase the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Propertypremises demised under such Lease.
Appears in 3 contracts
Sources: Underwriting Agreement (Rexford Industrial Realty, Inc.), Underwriting Agreement (Rexford Industrial Realty, Inc.), Underwriting Agreement (Rexford Industrial Realty, Inc.)
Real Property. (a) Section 3.09(a) Except as would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect, WWE or one of the Sellers’ Disclosure Schedule lists WWE Subsidiaries is the street address, legal description where appropriate and the current sole owner of each parcel of real property in which any owned by WWE or its Subsidiaries (the “Owned Real Property”) and, subject to the Permitted Encumbrances, WWE or one of the Sellers WWE Subsidiaries has fee good and valid title (or equivalent) interest and, to the knowledge of WWE, marketable title to the Owned Real Property, and which the Owned Real Property is used in or held free and clear of any Encumbrance, except for use in the conduct of the BusinessPermitted Encumbrances. Except as described in Section 3.09(a3.10(a) of the Sellers’ WWE Disclosure Schedule: (i) Letter sets forth the address of each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) that is material to the extent business of WWE and the WWE Subsidiaries, taken as are in any a whole, as of the Sellers’ possession, the Sellers have made available to the Purchaser copies date of each deed for each parcel of Owned Real Property; this Agreement and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding designates WWE or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect WWE Subsidiary that is the Leased Real Propertyowner thereof.
(b) Section 3.09(b) Except as would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect, WWE or one of the Sellers’ Disclosure Schedule lists WWE Subsidiaries holds a valid and existing leasehold interest in the street address and legal description where appropriate of each parcel of real property leased that is leased, subleased, licensed, used, or subleased otherwise occupied by any Seller as tenant WWE or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlordSubsidiary, as applicable, from another Person (the “Leased Real Property”), free and no additional monies are required clear of all Encumbrances other than Permitted Encumbrances. Section 3.10(b) of the WWE Disclosure Letter sets forth each WWE Lease that is material to bring the security deposits into compliance with respect to each such lease or subleasebusiness of WWE and its Subsidiaries, taken as a whole, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use date of any this Agreement and identifies the street address of the applicable Leased Real Property by subject thereto. As of the Business for the purposes for which it is currently used. No Seller date of this Agreement, neither WWE nor any WWE Subsidiary has received any written notice of regarding any violation or breach or default under any WWE Lease that has not since been cured, except for violations or breaches that are not, individually or in the applicable Governmental Authority altering its zoning Laws so as aggregate, reasonably expected to affect or potentially affect the Leased Real Propertyhave a WWE Material Adverse Effect.
(c) The Owned Real Property and the Leased Real Property collectively constitute all of the material real property used in necessary to operate the conduct business of the Business.
(d) Except WWE as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests currently conducted in all respects material to the business of their respective material assetsWWE and its Subsidiaries, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except taken as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller a whole. No casualty event has occurred with respect to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases Leased Real Property that has not been remedied in all material respects, except as would not, individually or subleases relating in the aggregate, reasonably be expected to have a WWE Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect, no condemnation event is pending or, to the knowledge of WWE, threatened, with respect to any Owned Real Property or, to the knowledge of WWE, Leased Real Property.
Appears in 3 contracts
Sources: Transaction Agreement (New Whale Inc.), Transaction Agreement (Endeavor Group Holdings, Inc.), Transaction Agreement (World Wrestling Entertainmentinc)
Real Property. Except as has not and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and with respect to clauses (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street addressand (b), legal description where appropriate and the current owner of each parcel of real property in which except with respect to any of the Sellers has fee title Parent’s Oil and Gas Properties, (or equivalenta) interest Parent and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: its Subsidiaries hold (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good good, valid and valid marketable title in fee simple to such parcel; (ii) to the extent as are in all material real property owned by Parent or any of its Subsidiaries (collectively, including the Sellers’ possessionimprovements thereon, the Sellers have made available to the Purchaser copies of each deed for each parcel of “Parent Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets”), free and clear of all Encumbrances, except Permitted Encumbrances; and (ii) valid title to the leasehold estates (whether as tenant or subtenant) and valid interests in all licenses or occupancy agreements to license or otherwise occupy (whether as tenant, subtenant, licensee or occupant) all real property leased, subleased, licensed, or otherwise occupied by Parent and its Subsidiaries (collectively, including the improvements thereon, the “Parent Leased Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances; (b) each agreement under which Parent or any LiensSubsidiary of Parent is the landlord, exceptsublandlord, tenant, subtenant, licensor, licensee, or occupant with respect to the Parent Leased Real Property (each, a “Parent Real Property Lease”) is in full force and effect and is valid and enforceable against Parent or such Subsidiary and, to the knowledge of Parent, the other parties thereto, in each caseaccordance with its terms, for Permitted Encumbrances.
(e) Except subject, as set forth in Section 3.09(e) to enforceability, to Creditors’ Rights, and neither Parent nor any of its Subsidiaries, or to the knowledge of Parent, any other party thereto, has received written notice of any default by Parent or its Subsidiaries under any Parent Real Property Lease which remains uncured as of the Sellers’ Disclosure Schedule, no options or rights date of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person this Agreement; and (other than the Purchaserc) that are enforceable despite the continuation as of the Bankruptcy Cases date of this Agreement, to (i) purchasethe knowledge of Parent, lease there does not exist any notice or otherwise acquire request from any interest in Governmental Entity delivered to Parent or any of its Subsidiaries requiring any construction work or alterations to cure any violation of applicable Law by Parent or any of its Subsidiaries which remains uncured as of the date of this Agreement nor, any pending or, to the knowledge of Parent, threatened, condemnation or eminent domain Proceedings with respect to any of the Parent’s Oil and Gas Properties, Parent Owned Real Property or leases or subleases relating to the Parent Leased Real Property. Each of Parent and its Subsidiaries holds such Parent Owned Real Property and Parent Leased Real Property as are sufficient to conduct its business as presently conducted, except as has not and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 3 contracts
Sources: Merger Agreement (Baytex Energy Corp.), Merger Agreement (Ranger Oil Corp), Merger Agreement (Ranger Oil Corp)
Real Property. (a) Section 3.09(a6.18(a) of the Sellers’ Spinco Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any sets forth all of the Sellers has fee title Spinco Owned Real Properties that are material to the Spinco Business (or equivalent) interest and which is used in or held for use in the conduct of the Businesstaken as a whole). Except as described would not reasonably be expected to have, individually or in Section 3.09(a) of the Sellers’ Disclosure Schedule: aggregate, a Spinco Material Adverse Effect, (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has applicable Pluto Entities or Spinco Entities have good and valid title in fee simple (or the applicable local equivalent) to such parcel; all Spinco Owned Real Property, free and clear of all Liens other than Permitted Liens, (ii) to the extent as are in no Pluto Entity or Spinco Entity has received written notice of any pending condemnation, expropriation, eminent domain or similar Action affecting all or any portion of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of any Spinco Owned Real Property; Property and (iii) all buildings situated on no Pluto Entity or Spinco Entity has leased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Spinco Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property, other than Permitted Liens.
(b) Section 3.09(b6.18(b) of the Sellers’ Spinco Disclosure Schedule lists sets forth all of the street address and legal description where appropriate of each parcel of real property leased Spinco Leased Real Properties that are material to the Spinco Business (taken as a whole). Except as would not reasonably be expected to have, individually or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of aggregate, a Spinco Material Adverse Effect, (i) the Business, applicable Pluto Entities or Spinco Entities have a valid and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are enforceable leasehold interest in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Spinco Leased Real Property, and there subject to the Remedies Exception, (ii) no Pluto Entity or Spinco Entity, or, to the knowledge of Pluto, as of the date hereof, any other party thereto, is in breach of or default under any Spinco Lease, (iii) no Pluto Entity or Spinco Entity has, as of the date hereof, received any written notice from any lessor of any Spinco Leased Real Property of any breach of or default under any Spinco Lease by any Pluto Entity or Spinco Entity (in each case, with or without notice or lapse of time or both), which breach or default has not been cured and (iv) no Pluto Entity or Spinco Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any sublease or assignment entered into by interest in any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Spinco Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 3 contracts
Sources: Business Combination Agreement (Pfizer Inc), Business Combination Agreement (Mylan N.V.), Business Combination Agreement
Real Property. Seller owns good and marketable fee simple title to the Real Property free and clear of all Liens except those more particularly described in Schedule 3.11 of the Seller Disclosure Letter (the “Permitted Encumbrances”) and Seller is not the tenant or lessee under any leases of real property except as set forth in Section 1.1(e) of the Seller Disclosure Letter. With respect to the Real Property:
(a) Section 3.09(aExcept as described on Schedule 3.11(a) of the Sellers’ Seller Disclosure Schedule lists Letter, the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to does not violate any applicable ordinance, code or other law, order, regulation, or requirement or restrictive covenant except any such parcel; (ii) to the extent as are violation which would not adversely affect in any material respect the use thereof as currently being used; Seller has not received notice of condemnation or the Sellers’ possession, the Sellers have made available like relating to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a any part of the Owned Real Property or the operation thereof (and to Seller’s Knowledge, no condemnation is threatened); to Seller’s Knowledge, there are owned by no special assessments or similar obligations (contingent or otherwise) to governmental entities (collectively, “Assessments”) with respect to the Sellers. No Seller has received notice of any pending condemnation proceeding Real Property or any threatened condemnation that would preclude or impair the use of part thereof, nor to Seller’s Knowledge are any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.such Assessments being contemplated;
(b) Section 3.09(b) Seller has not received notice that the Real Property or its operation violate any applicable zoning ordinances, nor, to Seller’s Knowledge, will the Buyer’s operation of an acute care hospital and skilled nursing facility on the Sellers’ Disclosure Schedule lists Real Property as presently operated by Seller result in a violation of any applicable zoning ordinance or the street address and legal description where appropriate termination of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Businessapplicable zoning variance now existing, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there Seller has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of that the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, buildings and improvements constituting the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord are noncompliant in any material respect with any zoning ordinances or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.building codes;
(c) The Owned Except as described on Schedule 3.11(c) of the Seller Disclosure Letter, the Real Property and is subject to no easements, restrictions, ordinances, or such other limitations on title so as to make such property unusable for its current use or the Leased Real Property constitute all title uninsurable or unmarketable or which materially restrict or impair the use, marketability or insurability of the real property used in the conduct of the Business.Real Property;
(d) Except as set forth in Section 3.09(ddescribed on Schedule 3.11(d) of the Sellers’ Seller Disclosure ScheduleLetter and subject to any applicable “grandfathered” or other pre-existing rights and conditions under the Accessibility Laws (as hereafter defined), Sellers have the Real Property is in required compliance in all material respects with the applicable provisions of the Rehabilitation Act of 1973, Title III of the Americans with Disabilities Act, and the provisions of any comparable state statute relative to accessibility (i) in the case of Owned Real Property, good and valid title these laws are referred to, collectively, as the “Accessibility Laws”), and there is no pending, or, to Seller’s Knowledge, threatened litigation, administrative action or complaint (iiwhether from state, federal or local government or from any other person, group or entity) in the case relating to compliance of any of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.Property with the Accessibility Laws;
(e) Except as described on Schedule 3.11(e) of the Seller Disclosure Letter, there are no tenants or other persons or entities occupying any space in the Real Property, other than pursuant to tenant leases described in Schedule 3.11(e) of the Seller Disclosure Letter and , except as described on Schedule 3.11(e) of the Seller Disclosure Letter, no tenants have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any material amount is owed to any tenant, nor is any landlord improvement work required, except as disclosed in Schedule 3.11(e) of the Seller Disclosure Letter, and to Seller’s Knowledge, the tenants under the leases are not in default in any material respect under the leases, and Seller has complied with the material terms and conditions of all the leases, and except as to the occupancy right of tenants as set forth in Section 3.09(e) of the Sellers’ Disclosure Scheduleleases, Seller has granted no options or rights of first offer refusal to acquire any interest in the Real Property to any other party;
(f) Schedule 3.11(f) of the Seller Disclosure Letter sets forth a “rent roll” which sets forth for any leases at the Hospital Facilities where Seller or an Affiliate is landlord: (i) the names of then current tenants; (ii) the rental payments for the then current month under each of the leases; (iii) a list of all then delinquent rental payments; (iv) a list of all material concessions granted to tenants, including, without limitation, options to expand, rights of first refusal, or options to terminate or renew, or any rent concessions; (v) a list of all tenant deposits and a description of any application thereof, and (vi) a list of all uncured material defaults under the leases known to Seller;
(g) Except as described on Schedule 3.11(g) of the Seller Disclosure Letter, to Seller’s Knowledge there exists no proposed or contemplated plans to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the taking of all or any part of the Real Property or that would materially and adversely affect the current use of any part of the Real Property;
(h) Except as described on Schedule 3.11(h) of the Seller Disclosure Letter, the Real Property is not located within a one hundred year flood plain or, to Seller’s Knowledge, an area identified by the Secretary of Housing and Urban Development as having “special flood hazards,” as such term is used in the National Flood Insurance Act of 1968, as amended and supplemented by The Flood Disaster Protection Act of 1973, and in regulations, interpretations and rulings thereunder;
(i) No person or entity, other than Buyer, has any binding or enforceable right, agreement, commitment, option, right of first refusal or similar rights other agreement, whether oral or options have been granted by written, which would entitle such person or entity to the purchase, assign or transfer of all or any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation portion of the Bankruptcy Cases to Real Property; and
(ij) purchase, lease or otherwise acquire any interest in any Except as described on Schedule 3.11(j) of the Owned Seller Disclosure Letter, to Seller’s Knowledge, the existing improvements located upon the Real Property do not encroach upon adjacent premises or leases or subleases relating to upon existing utility company easements and existing restrictions are not violated by the Leased improvements located on the Real Property.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Sunlink Health Systems Inc), Asset Purchase Agreement (Sunlink Health Systems Inc)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) With respect to the real property owned by Eaton or any Subsidiary as of the Sellers’ Disclosure Schedule as date hereof (such property collectively, the owner of a parcel of “Eaton Owned Real Property Property”), except as would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect, either Eaton or a Subsidiary of Eaton has good and valid title in fee simple to such parcel; Eaton Owned Real Property, free and clear of all Liens, other than any such Lien (iiA) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Eaton or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Eaton or (E) which would not reasonably be expected to materially impair the extent as are continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of the Sellers’ possessionsub-clauses (A) through (E), the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part “Eaton Permitted Lien”). As of the Owned Real Property and are owned by the Sellers. No Seller date hereof, neither Eaton nor any of its Subsidiaries has received notice of any pending pending, and to the knowledge of Eaton there is no threatened, condemnation proceeding with respect to any Eaton Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect.
(ii) Except as would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect, (A) each material lease, sublease and other agreement under which Eaton or any threatened condemnation that would preclude of its Subsidiaries uses or impair occupies or has the right to use or occupy any material real property at which the material operations of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice Eaton and its Subsidiaries are conducted as of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect date hereof (the “Eaton Leased Real Property.
”), is valid, binding and in full force and effect and (bii) Section 3.09(b) no uncured default of a material nature on the Sellers’ Disclosure Schedule lists part of Eaton or, if applicable, its Subsidiary or, to the street address and legal description where appropriate knowledge of each parcel of real property leased or subleased by Eaton, the landlord thereunder exists with respect to any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Eaton Leased Real Property. To Except as would not reasonably be expected to have, individually or in the extent as are in any aggregate, an Eaton Material Adverse Effect, Eaton and each of the Sellers’ possessionits Subsidiaries has a good and valid leasehold interest, the Sellers have delivered subject to the Purchaser true and complete copies terms of the leases and subleases any lease, sublease or other agreement applicable thereto, in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the each parcel of Eaton Leased Real Property, free and there has not been any sublease or assignment entered into by clear of all Liens, except for Eaton Permitted Liens. As of the date hereof, neither Eaton nor any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller its Subsidiaries has received notice of any pending pending, and, to the knowledge of Eaton, there is no threatened, condemnation proceeding or with respect to any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Eaton Leased Real Property, valid and binding leasehold interests except such proceeding which would not reasonably be expected to have, individually or in all of their respective material assetsthe aggregate, free and clear of any Liens, except, in each case, for Permitted Encumbrancesan Eaton Material Adverse Effect.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Transaction Agreement (Eaton Corp), Transaction Agreement (Cooper Industries PLC)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) None of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in Targets owns any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel parcels of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers The Targets have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no outstanding options or obligations, rights of first offer or rights of first refusal or similar rights or options have been granted by to purchase any Seller to any Person real property.
(other than the Purchaserii) that are enforceable despite the continuation Section 4(n)(ii) of the Bankruptcy Cases Sellers Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). Sellers have delivered to Buyer a true and complete copy of each such Lease document (iincluding any amendments, renewals, extensions, guarantees and SNDAs related thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in Section 4(n)(ii) purchaseof the Sellers Disclosure Schedule, lease or otherwise acquire with respect to each of the Leases:
(A) each of the applicable Targets has the right to use the Leased Real Property for the full term of each such Lease (and any renewal option relating thereto);
(B) each of the applicable Targets has a valid leasehold interest in any of the Owned Real Property or leases or subleases relating real property subject to a Lease included in the Leased Real Property, free and clear of all Liens, other than Permitted Encumbrances;
(C) such Lease is legal, valid, binding, enforceable and in full force and effect;
(D) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease (except for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing;
(E) none of the applicable Target’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed and there are no disputes with respect to such Lease;
(F) neither the applicable Target, nor, to the Knowledge of Sellers, any other party to the Lease is in breach of or default under such Lease, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease;
(G) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full;
(H) the applicable Target does not owe, or will not owe in the future, any brokerage commissions or finder’s fees with respect to such Lease;
(I) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Target or Seller;
(J) the applicable Target has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; and
(K) the applicable Target has not collaterally assigned or granted any other Lien in such Lease or any interest therein.
(iii) The Leased Real Property identified in Section 4(n)(ii) of the Sellers Disclosure Schedule comprise all of the real property used in the business of the Targets; and no Target is a party to any agreement or option to purchase any real property or interest therein.
(iv) The buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property (the “Improvements”) are, taken as a whole, in good condition and repair and sufficient for the operation of the Business. There are no facts or conditions affecting any of the Improvements that would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements in the operation of the Business as currently conducted thereon.
(v) To the Knowledge of Sellers, the Leased Real Property is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use Laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Leased Real Property (collectively, the “Real Property Laws”). No Target has received any notice of violation of any Real Property Law.
Appears in 2 contracts
Sources: Stock Purchase Agreement (HC2 Holdings, Inc.), Stock Purchase Agreement (HC2 Holdings, Inc.)
Real Property. (a) Section 3.09(aThe Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Sellers’ Disclosure Schedule lists (collectively, the street address“Leased Properties”). No Person has any written or oral agreement, legal description where appropriate and option, understanding or commitment, or any right or privilege capable of becoming such for the current owner of each parcel of real property in which purchase or sale from or to any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct Acquired Companies of the Businessany real property. Except as described in Section 3.09(aPart 2.10(b)(i) of the Sellers’ Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Disclosure Schedule. Each such lease in respect of the Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) each Seller listed in Section 3.09(a) all rents and additional rents due and payable as of the Sellers’ Disclosure Schedule as the owner date of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; this Agreement have been paid, (ii) to the extent as are in any no waiver, indulgence or postponement of the Sellers’ possessionlessee’s obligations has been granted by the lessor, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Owned Real Property form a part Knowledge of the Owned Real Property Acquired Companies, all of the covenants to be performed by any other party under such lease have been fully performed. Each of the Leased Properties is adequate and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business suitable in all material respects for the purposes for which it is currently used. No Seller has received notice presently being used and one or more of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) Acquired Companies have adequate rights of the Sellers’ Disclosure Schedule lists the street address ingress and legal description where appropriate of egress into each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyProperties.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (OMNICELL, Inc)
Real Property. (a) Section 3.09(a) None of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of Acquired Entities owns any real property in which any (whether beneficially or of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyrecord).
(b) Section 3.09(bSchedule 6.13(b) lists all surface leases (and the lands covered thereby) pursuant to which any Acquired Entity leases real property with a book or market value in excess of $50,000 (all such listed leases collectively, the “Scheduled Leases”), together with a general description of any material improvements located thereon, in each case specifying the name of the Sellers’ Disclosure Schedule lists lessor, lessee, sublessor or sublessee and the street address date and legal description where appropriate term of each parcel lease. A true and complete copy of each of the Scheduled Leases, as amended to date, has been made available to Acquirer. The Person identified on Schedule 6.13(b) as the lessee or sublessee under any particular Scheduled Lease is the lessee or has succeeded to the rights of the lessee under such Scheduled Lease and owns the leasehold interest created pursuant to such lease free and clear of all Liens except Permitted Liens. Each Scheduled Lease is in full force and effect and, to the Knowledge of any Contributor, constitutes a binding obligation of each landlord, lessor or sublessor thereunder, enforceable against such landlord, lessor or sublessor in accordance with its terms subject to Creditors’ Rights. No event has occurred that constitutes, or that with the giving of notice or the passage of time or both would constitute, a default under any Scheduled Lease by any Acquired Entity or, to the Knowledge of any Contributor, by any other party to any Scheduled Lease or would permit termination, modification or, to the Knowledge of any Contributor, acceleration thereof by any party thereto other than an Acquired Entity. Each Person identified on Schedule 6.13(b) as the lessee or sublessee under any particular Scheduled Lease either owns the improvements located on the lands covered by such lease or validly occupies such improvements in accordance with the terms of such lease free and clear of all Liens except Permitted Liens or except as otherwise described on Schedule 6.13(b).
(c) Except as set forth on Schedule 6.13(c), the real property leased or subleased by any Seller as tenant or subtenant, as pursuant to the case may be, Scheduled Leases constitutes all of the real property (“Real Property”) which is has been used in or held for use in connection with the conduct ownership and operations of the Business, and the identity business of the lessee Acquired Entities since December 31, 2011. Except as set forth on Schedule 6.13(b), other than the Acquired Entities, there are no parties in possession of each such parcel any portion of Leased any Real Property as lessees, subtenants or tenants at sufferance. The Acquired Entities have full right and authority to use and operate all of the improvements located on the Real Property, subject to applicable Laws and Permitted Liens. To Such improvements are being used, occupied and maintained in all material respects by the extent as are Acquired Entities in accordance with all applicable easements, Contracts, permits, insurance requirements, restrictions, building setback lines, covenants and reservations. There is no pending or, to the Knowledge of any Contributor, threatened condemnation, eminent domain or similar proceeding or special assessment affecting any of the Sellers’ possessionReal Property, nor has any Contributor or any Acquired Entity received written notification that any such proceeding or assessment is contemplated. Except as set forth on Schedule 6.13(c), to the Knowledge of any Contributor, the Sellers improvements located on the Real Property (the “Facilities”) are free from material structural and mechanical defects (including roofs) and have delivered been used by Acquired Entities in the ordinary course of business and remain as of the Closing Date in suitable and adequate condition for such continued use. The Acquired Entities have not deferred maintenance of the Facilities in contemplation of the transactions contemplated by this Agreement. All of the Real Property has direct access to public roads without the Purchaser use of any easement, license or right of way.
(d) Contributors have made available to Acquirer true and complete copies of all deeds, leases, title opinions, title insurance policies and surveys in the leases and subleases in effect at possession of the date hereof (including all amendments thereto and assignments in respect thereof) relating Acquired Entities that relate to the Leased Real Property, and there has not been together with copies of all reports of any sublease engineers, environmental consultants or assignment entered into by other consultants in the possession of the Acquired Entities relating to any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Contribution Agreement, Contribution Agreement (New Source Energy Partners L.P.)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (DENTSPLY or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenantSubsidiaries, as the case may be, which is used in or held for use in the conduct of the Businessholds good, valid, legal and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered marketable fee title to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased DENTSPLY Owned Real Property, free and there clear of all Liens, except for Permitted Liens.
(b) DENTSPLY or its Subsidiaries, as the case may be, has not been any sublease a valid and subsisting leasehold or assignment entered into by any of subleasehold interest in the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the DENTSPLY Leased Real Property is a valid lease or sublease free and Sellers have received no written notice clear of default all Liens, except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyPermitted Liens.
(c) The DENTSPLY Owned Real Property and the DENTSPLY Leased Real Property constitute are referred to collectively herein as the “DENTSPLY Real Property.” The DENTSPLY Real Property constitutes all of the real property used in necessary for the conduct of the Business.
(d) business of DENTSPLY and its Subsidiaries, taken as a whole, as currently conducted. Except as set forth has not had and would not reasonably be expected to have, individually or in Section 3.09(d) the aggregate, a DENTSPLY Material Adverse Effect, neither DENTSPLY nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to DENTSPLY’s Knowledge there are no such Proceedings threatened, affecting any portion of the Sellers’ Disclosure ScheduleDENTSPLY Real Property and neither DENTSPLY nor any of its Subsidiaries has received written notice of the existence of any Order or of any pending Proceeding relating to the ownership, Sellers have (i) in lease, use, occupancy or operation by any Person of the case of Owned DENTSPLY Real Property. Neither DENTSPLY nor any of its Subsidiaries has leased, good and valid title tosubleased, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options licensed or rights of first offer or rights of first refusal or similar rights or options have been otherwise granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases a material right to (i) purchase, lease use or otherwise acquire any interest in occupy any of the Owned material DENTSPLY Real Property or leases any material portion thereof. Neither DENTSPLY nor any of its Subsidiaries has granted any option or subleases relating other right to any third party to purchase any of the Leased material DENTSPLY Real PropertyProperty or any material portion thereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a DENTSPLY Material Adverse Effect, each DENTSPLY Real Property and all buildings and improvements located on the DENTSPLY Real Property are in a state of good operating condition, subject to reasonable wear and tear.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Dentsply International Inc /De/), Merger Agreement (Sirona Dental Systems, Inc.)
Real Property. (a) Section 3.09(a3.12(a) of the Sellers’ Disclosure Schedule lists sets forth the street address, tax parcel identification number, and legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on , as well as the titleholder of record with respect thereto. With respect to each parcel of Owned Real Property form a part Property, the Person indicated on Section 3.12(a) of the Disclosure Schedule is the sole titleholder of record and owns good and marketable indefeasible fee simple absolute title and all equitable interests therein to such Owned Real Property Property, together with all privileges, rights, easements, hereditaments, and are owned by the Sellers. No Seller has received notice appurtenances thereunto belonging, free and clear of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyall Liens, other than Permitted Liens.
(b) Section 3.09(b3.12(b) of the Sellers’ Disclosure Schedule lists sets forth the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as Leased Real Property and a description of each Lease and the case may be, which is used in or held for use in the conduct holder of the Business, and the identity of the lessee of each such parcel of Leased Real Propertyleasehold interest with respect thereto. To the extent as are Knowledge of Seller, no party to any Lease has threatened to cancel or not renew such Lease, nor has any party thereto threatened or alleged any material breach of such Lease. Subject to the respective terms and conditions in the Leases, the Person indicated on Section 3.12(b) of the Disclosure Schedule is the sole legal and equitable owner of the leasehold interest, and has all rights in each of the Leased Real Properties and possesses good and marketable leasehold title thereto, free and clear of all Liens other than Permitted Liens. With respect to each Lease, (i) neither Seller’s nor any of the Sellersits Affiliates’ possession, the Sellers have delivered to the Purchaser true possession and complete copies quiet enjoyment of the leases Leased Real Property under such Lease has ever been disturbed, and subleases in effect at the date hereof there are no current material disputes with respect to such Lease, (including all amendments thereto and assignments ii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full, (iii) neither Seller nor any of its Affiliates owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease, (iv) neither Seller nor any of its Affiliates has subleased, licensed or otherwise granted any other party the right to use or occupy such Leased Real Property or any portion thereof) relating , and there are no Persons other than Seller or its applicable Affiliate occupying or holding valid rights to occupy the Leased Real Property, and there has not been any sublease or assignment entered into by (v) neither Seller nor any of its Affiliates has collaterally assigned or granted any security interest in such Lease or any interest therein, (vi) neither Seller nor any of its Affiliates has received written notice that either such Leased Real Property or the Sellers use or occupancy thereof violates in respect any way any applicable Permits, covenants, conditions or restrictions, whether foreign, federal, state, provincial, local or private, (vii) such Leased Real Property or the holder of the leases leasehold interest therein has received all required Permits in connection with the use and subleases relating to the occupancy thereof, and (viii) such Leased Real Property, including the mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems, are in reasonable, working condition, subject only to normal, scheduled maintenance and ordinary wear and tear, are reasonably sufficient for the operation thereof for its current use, and neither Seller nor any of its Affiliates is aware of any material structural or other physical defect or deficiency in the condition of such Improvements, and, to the Knowledge of Seller, there are no facts or conditions that would, individually or in the aggregate, interfere in any material respect with the use or occupancy of such Improvements or any portion thereof in the operation of the Business as currently conducted thereon. To Sellers’ Knowledge, each lease and sublease in respect of Seller has received no written notice that either the Leased Real Property is a valid lease or sublease and Sellers have received no written notice the use or occupancy thereof violates in any way any applicable Permits, covenants, conditions or restrictions, whether foreign, federal, state, provincial, local or private, and, to the Knowledge of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ KnowledgeSeller, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by or the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring holder of the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller leasehold interest therein has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair all required Permits in connection with the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyand occupancy thereof.
(c) The Owned Except as set forth in Section 3.12(c) of the Disclosure Schedule, with respect to each parcel of Real Property: (i) there are no pending or, to the Knowledge of Seller, threatened condemnation Proceedings, suits or administrative actions relating to any such parcel or other matters adversely affecting the current use, occupancy or value thereof, (ii) Seller has received no written notice that the use, ownership, occupancy and operation of the Real Property in the manner in which it is now used, owned, occupied and operated does not comply in all material respects with all zoning, building, use, safety or other similar Laws, (iii) to the Knowledge of Seller, all Improvements on any such parcel are in good operating condition, ordinary wear and tear excepted, are supplied with utilities and other services necessary for the operation of the Business as currently conducted at such Real Property and the Leased sufficient for their current occupancy and use, (iv) neither Seller nor any of its Affiliates has received any notice of any special Tax, levy or assessment for benefits or betterments that affect any parcel of Real Property constitute and, to the Knowledge of Seller, no such special Taxes, levies or assessments are pending or contemplated, (v) there are no Contracts granting to any third party or parties the right of use or occupancy of any such Real Property, and there are no third parties in possession of any such Real Property, (vi) each such Real Property abuts on and has direct vehicular access to a public road and there is no pending or, to the Knowledge of Seller, threatened termination of such access, (vii) to the Knowledge of Seller, all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for such Real Property have been installed and are operational and sufficient for the operation of the real property used Business as currently conducted thereon, and neither Seller nor any of its Affiliates has received any notice of discontinuance of or reduction in such services, and (viii) to the conduct Knowledge of Seller, such Real Property is in material compliance with all applicable Laws and Permits, including, but not limited to, building, zoning, subdivision, health and safety and other land use and building codes, ordinances, statutes or Laws, including the BusinessAmericans with Disabilities Act of 1990, as amended, and similar Laws in foreign jurisdictions in which a parcel of Real Property is situated, and all insurance requirements affecting such Real Property, and neither Seller nor any of its Affiliates has received notice of violation of any such Laws which have not heretofore been cured or corrected.
(d) Except as set forth in Section 3.09(d3.12(d) of the Sellers’ Disclosure ScheduleSchedules, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case Property constitutes all of the Leased Real Propertyreal property and Improvements owned, valid and binding leasehold interests leased, subleased, licensed or otherwise used or occupied in all connection with the Business. Neither Seller nor any of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller its Affiliates is party to any Person (Contract or option to purchase or lease any other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease real property or otherwise acquire any portion thereof or interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Propertytherein.
Appears in 2 contracts
Sources: Purchase Agreement (Cree Inc), Purchase Agreement (Cree Inc)
Real Property. (a) Section 3.09(a4.21(a) of the Sellers’ ▇▇▇ Disclosure Schedule lists Letter sets forth a list of all the street addressreal property owned in fee simple by ▇▇▇ and its Subsidiaries (the “▇▇▇ Owned Real Property”) and sets forth the location, legal description where appropriate and the current owner use of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of ▇▇▇ Owned Real Property has Property. ▇▇▇ and its Subsidiaries have good and valid marketable title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of ▇▇▇ Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any all Liens, except, in each case, except for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) Liens. Neither ▇▇▇ nor any of the Sellers’ Disclosure Scheduleits Subsidiaries have granted any outstanding options, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by other contractual right to purchase any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the such ▇▇▇ Owned Real Property or leases any portion thereof or subleases relating interest therein in favor of any non-Affiliated Person. Neither ▇▇▇ nor any of its Subsidiaries have leased, licensed or otherwise granted to any Person the right to possess, use, occupy or otherwise encumber any portion of the ▇▇▇ Owned Real Property.
(b) Section 4.21(b) of the ▇▇▇ Disclosure Letter sets forth a list of all of the real property leased, licensed, subleased or otherwise used or occupied by ▇▇▇ and its Subsidiaries as of the date hereof (the “▇▇▇ Leased Real Property”). ▇▇▇ and its Subsidiaries have a valid and enforceable leasehold interest in all leases, subleases, licenses and occupancy agreements, as the same may have been amended, supplemented or otherwise modified from time to time (the “▇▇▇ Leases”), free and clear of all subtenancies and other occupancy rights and Liens, with respect to the ▇▇▇ Leased Real Property. With respect to the ▇▇▇ Leases, neither ▇▇▇ nor its Subsidiaries are in breach thereof or default thereunder and there does not exist under any ▇▇▇ Lease any event which, with or without the giving of notice or the lapse of time or both, would constitute such a breach or default by ▇▇▇ or its Subsidiaries, except for such breaches and defaults as to which requisite waivers or consents have been obtained or which would not have a ▇▇▇ Material Adverse Effect.
(i) No action, suit, investigation, arbitration, or administrative or other proceeding is pending or, to the Knowledge of ▇▇▇, threatened that would reasonably be expected to curtail or interfere with the current use and operation of any ▇▇▇ Leased Real Property in any material respect, (ii) all Permits have been obtained which are required by Law for the current uses of all ▇▇▇ Leased Real Property for the conduct of business as currently conducted and as planned to be conducted as of the date of this Agreement, and (iii) ▇▇▇ has no Knowledge and has not received any written notice of a violation applicable to any building, zoning, health or other Law, contractual restriction or covenant or easements in respect of the use or occupation of the property and improvements subject to any ▇▇▇ Lease for the conduct of business as currently conducted or as planned to be conducted as of the date of this Agreement, in each case, which would have a ▇▇▇ Material Adverse Effect.
(i) There are no condemnation, eminent domain or similar proceedings affecting any ▇▇▇ Leased Real Property that are currently pending or, to the Knowledge of ▇▇▇, threatened and (ii) to the Knowledge of ▇▇▇, the buildings, structures and material fixtures located upon the ▇▇▇ Leased Real Property are, in all material respects, in good repair, working order and condition, and free from any known defects (subject to normal wear and tear) and, in the case of buildings and other structures, are structurally sound.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel There are no parcels of Owned Real Property has good and valid title used in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for or included in the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyPurchased Assets.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property The Seller has not leased or subleased by any Seller as tenant parcel or subtenant, as the case may be, which is used in or held for use in the conduct any portion of the Business, and the identity of the lessee of each such any parcel of Leased Real Property. To Property to any other Person and no other Person has any rights to the extent as are in use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement, nor has the Seller assigned its interest under any lease or sublease of any parcel or any portion of any parcel of Leased Real Property to any third party.
(c) Section 3.16(c) of the Sellers’ possession, the Sellers have delivered to the Purchaser Disclosure Schedule sets forth a true and complete copies list of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real PropertyProperty and any and all material ancillary documents pertaining thereto (including all material amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates) (such leases, subleases and ancillary documents being the “Lease Documents”). To Sellers’ Knowledge, each lease and sublease in respect The Seller has made available to the Purchaser copies of the Leased Real Property is a valid lease or sublease and Sellers have received no all written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure ScheduleLease Documents. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with With respect to each of such leases and subleases, the Seller has not exercised or given any notice of exercise, nor has any lessor or landlord exercised or received any notice of exercise by a lessor or landlord of, any option, right of first offer or right of first refusal contained in any such lease or sublease, as applicable. No Seller has received notice of including any pending condemnation proceeding such option or any threatened condemnation that would preclude right pertaining to purchase, expansion, renewal, extension or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
relocation (c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Businesscollectively, “Options”).
(d) Except as disclosed in Section 3.16(d) of the Disclosure Schedule, the interests of Seller in the Leased Real Property to be transferred pursuant to this Agreement are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing.
(e) To the best knowledge of the Seller, all the Leased Real Property is occupied under a valid and current certificate of occupancy or similar permit.
(f) The rental set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case each lease or sublease of the Leased Real PropertyProperty is the actual rental being paid, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrancesthere are no separate agreements or understandings with respect to such rental.
(eg) Except as set forth in Section 3.09(eSchedule 3.16(g) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by the Seller has the full right to exercise any Seller to any Person (other than Option contained in the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or and subleases relating pertaining to the Leased Real PropertyProperty on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such Options with respect thereto.
(h) To the best knowledge of the Seller, none of the Leased Real Property to be transferred pursuant to this Agreement is the subject of any official complaint or notice of violation of any applicable Law, zoning ordinance, building code or regulation governing land use, and no such violation exists which detracts from or interferes with the present use of such properties or impairs the operations thereon; and there is no Law, zoning ordinance, building code, use or occupancy restriction or condemnation action or proceeding pending, or, to the best knowledge of the Seller, threatened with respect to any such Leased Real Property which would detract from, or interfere with the present use of, such property or impair the operations thereon, as presently conducted. For purposes of this Section 3.16 and Sections 3.17 and 3.18, the term “lease” shall include any and all leases, subleases, sale/leaseback agreements or similar arrangements.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Utstarcom Inc), Asset Purchase Agreement (Utstarcom Inc)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of Seller does not own any real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyproperty.
(b) Section 3.09(b4.10(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of Schedules sets forth each parcel of real property leased by Seller (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or subleased by any Seller as tenant or subtenantprepaid rents paid in connection therewith, as collectively, the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and similar agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Seller holds any Leased Real Property (collectively, the “Leases”). To Seller has delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Lease is valid, binding, enforceable and in full force and effect, and Seller is entitled thereunder to quiet possession of the extent as are Leased Real Property;
(ii) Seller is not in material breach or default under such Lease beyond applicable cure periods, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all rent due and payable under such Lease;
(iii) Seller has not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller under any of the Sellers’ possessionLeases and, the Sellers have delivered to the Purchaser true Knowledge of Seller, no other party is in default thereof, and complete copies no party to any Lease has exercised any termination rights with respect thereto;
(iv) Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof;
(v) Seller has not pledged, mortgaged or otherwise granted an Encumbrance specifically charging its leasehold interest in any Leased Real Property; and
(vi) Such Lease is assignable by Seller to Buyer without the consent or approval of, or notice to, any party (except as set forth in Section 4.03 of the leases and subleases in effect at the date hereof Disclosure Schedules).
(including all amendments thereto and assignments in respect thereofc) relating to Seller has not received any written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, and there has not been any sublease (ii) existing, pending or assignment entered into by any of the Sellers in respect of the leases and subleases relating to threatened condemnation proceedings affecting the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedulecurrently operated. To Sellers’ Seller's Knowledge, neither the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of whole nor any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use material portion of any Leased Real Property has been damaged or destroyed by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect fire or potentially affect the Leased Real Propertyother casualty.
(cd) The Owned Real Property and the Leased Real Property constitute is sufficient for the conduct of Seller’s business and constitutes all of the real property used in the necessary to conduct of the BusinessSeller’s business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Smart Sand, Inc.), Asset Purchase Agreement (Smart Sand, Inc.)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street addressExcept as would not, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (individually or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property applicable Group Company has good and valid title in fee simple to such parcel; (ii) marketable title, and validly granted long term land use rights and building ownership rights, to the extent as are in real property owned by any of Group Company (the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of “Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets”), free and clear of any Lien, other than Permitted Property Liens, except, in each case, for Permitted Encumbrances.
(eii) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, there are no outstanding options or rights of first offer refusal to purchase the Owned Real Property, or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any portion of the Owned Real Property or leases or subleases interest therein, (iii) the land use rights relating to the Owned Real Property have been duly obtained from a competent Governmental Authority in accordance with applicable Law and all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full and on time, (iv) the applicable Group Company has duly complied with the terms and conditions of, and all of its obligations under, the relevant land use rights grant contract, as applicable, and real property purchase contract in relation to any Owned Real Property and (v) none of the Group Companies has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof.
(b) All current leases and subleases of real property entered into by any Group Company (the “Leased Real Property”) are in full force and effect, are valid and effective in accordance with their respective terms, subject to the Bankruptcy and Equity Exception, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by such Group Company or, to the knowledge of the Company, by the other party to such lease or sublease, except in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The applicable Group Company has good and valid leasehold or sublease-hold interests in each parcel of Leased Real Property, free and clear of any Liens other than Permitted Encumbrances, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Chuanwei Zhang), Merger Agreement (China Ming Yang Wind Power Group LTD)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate The Company and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property its Subsidiaries has good and valid title in marketable indefeasible fee simple title to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liensall Encumbrances, exceptother than Permitted Encumbrances and there are no outstanding options, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal to purchase such Owned Real Property or similar rights any portion thereof or options have been granted by interest therein. Neither the Seller nor any Seller of its Affiliates owns any material real property which is used exclusively in the business of the Company. To the Seller’s Knowledge, neither the Company nor any of its Subsidiaries is a party to any Person agreement or option to sell any Owned Real Property.
(b) Each lease relating to Leased Real Property is a valid agreement enforceable against the Company or its Subsidiary and to the Seller’s Knowledge, against the other parties thereto. None of the Company or its Subsidiaries is in material default or breach, or has received a written notice alleging that it is in material default or breach, under any lease relating to the material Leased Real Property and, to the Seller’s Knowledge, none of the other parties to such leases is in material default or breach thereunder. The transactions contemplated herein do not require the consent of any other party to any Specified Leases, will not result in a breach of or default under any Specified Leases, or otherwise cause any Specified Leases to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the First Stage Closing or the Second Stage Closing, as applicable.
(c) Other than the Shared Site Agreements, there are no material agreements between the Seller and its Affiliates (other than the PurchaserCompany and its Subsidiaries), on the one hand, and the Company or any of its Subsidiaries, on the other hand, providing for arrangements pursuant to which sites are shared between the Seller or its applicable Affiliate (other than the Company and its Subsidiaries), on the one hand, and the Company or its applicable Subsidiary, on the other hand.
(d) To the Seller’s Knowledge, from 1 January 2006 to the Signing Date or to the Supplemental Disclosure Date, as applicable, the Company has not received any written notice from any Governmental Authority or any Third Party that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property is not in compliance with all applicable Legal Requirements, except for such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect or materially adversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. To the Seller’s Knowledge, from 1 January 2006 to the Signing Date or to the Supplemental Disclosure Date, as applicable, none of the Company or its Subsidiaries has received any written threat of condemnation or similar proceeding relating to the Real Property or leases or subleases relating to the Leased Real Propertyany material portion thereof.
Appears in 2 contracts
Sources: Purchase and Option Agreement (Novartis Ag), Purchase and Option Agreement (Novartis Ag)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (Holdings or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenantSubsidiaries, as the case may be, which is used in or held for use in the conduct of the Businessholds good, valid, legal and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered marketable fee title to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Holdings Owned Real Property, free and there clear of all Liens, except for Permitted Liens.
(b) Holdings or its Subsidiaries, as the case may be, has not been any sublease a valid and subsisting leasehold or assignment entered into by any of subleasehold interest in the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Holdings Leased Real Property is a valid lease or sublease free and Sellers have received no written notice clear of default all Liens, except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyPermitted Liens.
(c) The Holdings Owned Real Property and the Holdings Leased Real Property constitute are referred to collectively herein as the “Holdings Real Property.” The Holdings Real Property constitutes all of the real property used in necessary for the conduct of the Business.
(d) business of Holdings and its Subsidiaries, taken as a whole, as currently conducted. Except as set forth has not had and would not reasonably be expected to have, individually or in Section 3.09(d) the aggregate, a Holdings Material Adverse Effect, neither Holdings nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to Holdings’s Knowledge there are no such Proceedings threatened, affecting any portion of the Sellers’ Disclosure ScheduleHoldings Real Property and neither Holdings nor any of its Subsidiaries has received written notice of the existence of any Order or of any pending Proceeding relating to the ownership, Sellers have (i) in lease, use, occupancy or operation by any Person of the case of Owned Holdings Real Property. Neither Holdings nor any of its Subsidiaries has leased, good and valid title tosubleased, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options licensed or rights of first offer or rights of first refusal or similar rights or options have been otherwise granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases a material right to (i) purchase, lease use or otherwise acquire any interest in occupy any of the Owned material Holdings Real Property or leases any material portion thereof. Neither Holdings nor any of its Subsidiaries has granted any option or subleases relating other right to any third party to purchase any of the Leased material Holdings Real PropertyProperty or any material portion thereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Holdings Material Adverse Effect, each portion of the Holdings Real Property and all buildings and improvements located on the Holdings Real Property are in a state of good operating condition, subject to reasonable wear and tear.
Appears in 2 contracts
Sources: Merger Agreement (Envision Healthcare Holdings, Inc.), Merger Agreement (Amsurg Corp)
Real Property. Seller does not own any real property. The Seller Parties have delivered to Buyer a correct and complete copy of each lease (a) Section 3.09(a) or a summary of the Sellers’ Disclosure Schedule lists material terms of the street addresslease, legal description where appropriate if oral), including amendments, waivers, or other changes thereto, relating to the Leased Real Property (each, a “Lease,” and collectively, the “Leases”). The Leased Real Property and the current owner of each parcel of Leases comprise all leased real property in which any of the Sellers has fee title (or equivalent) interest interests and which is Contracts related thereto used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure ScheduleWith respect to each Lease: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure except as set forth on Schedule as the owner of a parcel of Owned Real Property has good 5.24, all leased buildings and valid title in fee simple to improvements and all leased fixtures are held under such parcelLease; (ii) subject to the extent as are Enforceability Exceptions, such Lease is in any of full force and effect and a valid instrument enforceable against Seller, and the Sellers’ possessionother party thereto, the Sellers have made available to the Purchaser copies of in each deed for each parcel of Owned Real Property; and case in accordance with its terms, (iii) all buildings situated on the Owned Real Property form a part rents, required deposits, additional rent and payments due as of the Owned Real Property and are owned Closing Date pursuant to such Lease have been paid in full, (iv) there is no existing default by Seller or, to Seller Parties’ Knowledge, by the Sellers. No lessor under such Lease, (v) Seller has not received any notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No in default under such Lease, (vi) to Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the SellersParties’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Knowledge, no party other than Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are identified lessor have any interest in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there (vii) except as set forth on Schedule 5.3, no Consent is required to be obtained by Seller pursuant to any Lease in connection with the consummation of the Transactions. Except for the Leases and as set forth on Schedule 5.24, Seller has not been any sublease or assignment entered into by any leases or subleases or granted any rights of the Sellers in first refusal, rights of reverter, options to purchase or rights of occupancy with respect of the leases and subleases relating to the Leased Real Property. To SellersSeller Parties’ Knowledge, each lease the Leased Real Property is validly zoned for its current use and sublease in respect occupancy by Seller under the applicable zoning codes and urban renewal plans and Seller’s current use of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedulecompliance therewith. To SellersSeller Parties’ Knowledge, there are no pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the security deposit required pursuant to each lease Leased Real Property. All of the buildings, material fixtures and sublease in respect of other improvements and building systems situated within the Leased Real Property has not been drawn upon by the relevant landlord or sublandlordare in operating condition, as applicablereasonable wear and tear excepted, and no additional monies are and, if required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No be maintained by Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of under the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used lease, have been maintained in the conduct ordinary course of the Businessbusiness.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Asset Purchase Agreement (CRAWFORD UNITED Corp), Asset Purchase Agreement (CRAWFORD UNITED Corp)
Real Property. (a) Section 3.09(aNone of the Acquired Entities owns any freehold property.
(b) Schedule 3.13(b) of the Disclosure Letter lists and describes briefly all real property leased or subleased to each Acquired Entity (the “Leased Real Property”). Sellers have delivered to Buyer accurate copies of the lease and sublease Contracts (as amended to date) required to be listed in Schedule 3.13(b) of the Disclosure Letter and all ancillary documents pertaining thereto (the “Leases”) which are the only properties owned leased or occupied or in which the Acquiring Entity has an interest. With respect to each Lease:
(i) the Acquired Entities has title to the property demised by the Leases and to the Management Seller’s Knowledge, there are no circumstances which would entitle or require any landlord or any other person to exercise any powers of entry or right to forfeiture or right to take possession or which would otherwise restrict or terminate the continued sole and exclusive possession or occupation of each Acquired Entity under the Leases, provided no warranty within this Agreement extends to the state of condition and repair of the Leased Real Property other than within Sections 3.13(c)(xiii), 3.13(c)(xiv) and 3.13(d);
(ii) there are no pending or threatened, Actions relating to the property demised by the Leases or other matters affecting adversely the current use, occupancy and no Acquired Entity has any actual or contingent liability in respect of any property formerly owned or occupied by it or in respect of which it acted as a guarantor save as set out in the Schedule 3.13(ii) of the Disclosure Letter;
(iii) to the Management Sellers’ Disclosure Schedule lists Knowledge, the street addressuser will not be adversely affected by planning proposals or schemes nor is any user stated to be personal, legal description where appropriate no planning permission is suspended or remains unimplemented in whole or in part, no planning application has been submitted which awaits determination, the Acquired Entities have not received any proposals from any local or other authority involving compulsory acquisition or requisition, and the current owner land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any Permits necessary to use it have not been obtained;
(iv) to the Management Sellers’ Knowledge, the property demised by the Leases have been constructed for purposes permitted under applicable Law and in accordance with the requirements of the relevant local or other interested authorities which have been fully complied with, and the user (or intended user) of them, is as of right or the permitted user of them for the purposes of applicable Law; and is the indicated primary use under approved development plans for the relevant area in which the property demised by the Leases are situated;
(v) there are no Contracts granting to any Person the right of use or occupancy of any portion of the parcel of real property;
(vi) there are no Contracts to purchase the parcel of real property, or any portion thereof, or interest therein and no person is entitled to any option, right over, interest in, right of pre-emption, first refusal, surrender or determination relating to any of the Leases nor is any person in the course of acquiring any of these, any options or rights enjoyed by any Acquired Entity have so far as the Management Sellers are aware been protected by the appropriate registration where necessary and all appropriate notices have been properly served where any such option or right has become exercisable;
(vii) there are no Persons (other than the Acquired Entities) in possession of the parcel of real property, other than tenants under any leases disclosed in Schedule 3.13(b) of the Disclosure Letter;
(viii) to the Management Sellers’ Knowledge, all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable Laws and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of real property;
(ix) to the Management Sellers’ Knowledge, each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel of real property; and
(c) With respect to each Lease:
(i) the relevant Contract is Enforceable properly stamped and in full force and effect in accordance with its respective terms and the Acquired Entities is the legal and beneficial owner under the Leases;
(ii) the relevant Contract will continue to be Enforceable and in full force and effect on identical terms following the consummation of the Transactions;
(iii) no notice of any breach has been received by any Management Seller, and the Management Sellers are not aware of any dispute relating to any of the Leases;
(iv) no party to the relevant Contract has repudiated any provision thereof;
(v) there are no Actions or Orders in effect as to the relevant Contract;
(vi) no Acquired Entity has granted or suffered to exist any Encumbrance in the leasehold or subleasehold Contract;
(vii) to the Management Sellers’ Knowledge, all facilities leased or subleased under the Contract have received all real estate and environmental Permits required in connection with the operation thereof and the Acquired Entities have performed and observed all requirements (whether in relation to freehold or leasehold land) affecting the properties demised by the Leases in accordance with applicable Laws;
(viii) no Acquired Entity has committed to sublet or assign its interest under any Lease (except to another Acquired Entity) and to the Management Sellers’ Knowledge, there are no undisclosed covenants, stipulations, restrictions, easements, rights of way, exceptions, reservations, grants, conditions, agreements or declarations affecting any of the Leases or its use;
(ix) the Leases are not subject to the payment of any outgoings other than business or water rates and the sums reserved by the lease under which any of the Sellers has fee title properties demised by the Leases are held;
(or equivalentx) interest and which is used in or held for use in where the conduct rent reserved by any of the Business. Except Leases is subject to review, all such reviews are calculated only on an open market basis and all rent review notices have been served within any requisite time limits and there are no legal disputes outstanding as described in Section 3.09(a) to the settlement of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) relevant level of rent nor have there been previous legal disputes as to the interpretation or implementation of the Sellers’ Disclosure Schedule as rent review provisions;
(xi) none of the owner Leases contains a provision requiring landlord’s consent on change of a parcel ownership of Owned Real Property the issued share capital of the tenant or the control of the tenant;
(xii) the Acquired Entity in whom title is vested has good paid all rent, insurance, service charges licence fees and valid title all other outgoings which have become due in fee simple to such parcel; respect of each of the Leases;
(iixiii) to the extent as are in any of the Management Sellers’ possessionKnowledge, no structural or other material defects have appeared in respect of, or affected, the Sellers have made available to buildings and structures on, or comprising, the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned properties demised by the Sellers. No Seller has Leases that would materially interfere with its use or materially impair its value;
(xiv) the Acquiring Entities have not received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use dilapidations in respect of any Owned Real Property properties demised by the Business for Leases; and
(xv) to the purposes for Management Sellers’ Knowledge, there is no other matter which it is currently used. No Seller has received notice materially and adversely affects the leasehold title of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating Acquiring Entities to the Leased Real Property, and there has not been any sublease or assignment entered into by any which, to the Management Sellers’ Knowledge, should be revealed to a buyer of shares of the Sellers in respect of the leases and subleases relating Company.
(d) The Acquired Entities have not received any requests for any repairs, restorations or improvements to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers which have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon satisfied by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the them.
(e) The Leased Real Property.
(c) The Owned Real Property , together with easements, licenses, tenements and the Leased Real Property constitute hereditaments appurtenant thereto, include all of the real property used or held for use in connection with or otherwise required to carry on the conduct business of the Business.
(d) Except as set forth Acquired Entities in Section 3.09(d) of substantially the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have manner it has been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating conducted prior to the Leased Real Propertydate of this Agreement.
Appears in 2 contracts
Sources: Investment, Shareholders’ and Stock Purchase Agreement (Mens Wearhouse Inc), Investment, Shareholders’ and Stock Purchase Agreement (Mens Wearhouse Inc)
Real Property. (a) Section 3.09(aEach of the Acquired Companies has good, clear and marketable fee title to the real property listed on Part 2.16(a) of the Sellers’ Seller Disclosure Schedule lists Letter, free and clear of all Liens except (i) taxes not yet due and (ii) such imperfections or irregularities of title or other Liens as do not and would not reasonably be expected to materially affect the street address, legal description where appropriate and use of the current owner of each parcel of real property in which any of the Sellers has fee title subject thereto or affected thereby or otherwise materially impair business operations at such properties.
(or equivalentb) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(aPart 2.16(b) of the Sellers’ Seller Disclosure Schedule: Letter sets forth the address of each material parcel of property leased or subleased by an Acquired Company (each, a “Leased Property”), and a true and complete list of all leases for each such Leased Property (each, a “Lease”) (including the date and name of the parties to such Lease). With respect to each of the Leases:
(i) each Seller listed such Lease is valid and in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good full force and valid title in fee simple to such parcel; effect;
(ii) to the extent as are in any knowledge of the Sellers’ possessionSeller, the Sellers have made available transactions contemplated in this Agreement do not require the consent of any other party to the Purchaser copies a Lease, an assignment of each deed for each parcel of Owned Real Property; and Lease or a sublease;
(iii) all buildings situated on to the Owned Real Property form a part knowledge of Seller, (A) the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding Acquired Company or any threatened condemnation that other party to the Lease is not in breach or default under such Lease, and (B) no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would preclude constitute such a breach or impair default, or permit the use termination, modification or acceleration of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.rent under such Lease;
(biv) Section 3.09(b) to the knowledge of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possessionSeller, the Sellers have delivered Acquired Company has not subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Property or any portion thereof; and
(v) to the Purchaser true and complete copies knowledge of Seller, the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there Acquired Company has not been collaterally assigned or granted any sublease or assignment entered into by any of the Sellers other security interest in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding Lease or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyinterest therein.
(c) The Owned Real Property and the Leased Real Property constitute Properties comprise all of the real property used in the conduct business of the BusinessAcquired Companies as currently conducted.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Symetra Financial CORP), Stock Purchase Agreement (Symetra Financial CORP)
Real Property. (a) Section 3.09(a) Neither of the Sellers’ Disclosure Sellers owns any real property. Schedule lists 4.8 sets forth a complete list, as of the street addressdate hereof, legal description where appropriate and of the current owner address of each parcel of real property in which any of the Sellers has fee title (leased, subleased, licensed or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) otherwise occupied by either of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) including all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding other structures or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address improvements located thereon and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenantall easements, as the case may belicenses, which is used in or held for use in the conduct of the Businessrights, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any appurtenances of the Sellers in respect of connection therewith (the leases and subleases relating to the “Leased Real PropertyFacilities”). To Sellers’ Knowledge, each lease and sublease in respect of the The Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property Facilities constitute all of the real property used or required by the Seller in connection with the conduct operation of the Business.
(d) Except Business as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have currently conducted. The Seller has: (i) in the case of Owned Real Property, good and a valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests interest in all of their respective material assetsLeased Facilities, free and clear of any all Liens except for the Permitted Liens; (ii) made available to the Buyer true and complete copies of each lease, exceptsublease, in license or occupancy agreement underlying the Leased Facilities, including all amendments, modifications, renewals and extensions thereto or assignments thereof (each casea “Lease” and collectively, for Permitted Encumbrances.
(e) Except the “Leases”), as set forth on Schedule 4.8; (iii) complied in Section 3.09(eall material respects with the terms of all Leases to which it is a party; (iv) peaceful and undisturbed possession of the Sellers’ Disclosure ScheduleLeased Facilities in all material respects; (v) not assigned, subleased, licensed or granted any Person the right to use or occupy any of the Leased Facilities or any portion thereof; and (vi) not collaterally assigned or granted any other security interest in the Leases or any interest thereunder. Other than the rights of Buyer under this Agreement, there are no options or outstanding options, rights of first offer or rights of first refusal to lease the Leased Facilities or similar rights any portion thereof. No option, extension or options have renewal has been granted exercised under any Leases except options, extensions or renewals whose exercise has been evidenced by any Seller a written document, a true and complete copy of which has been made available to any Person Buyer with the corresponding Lease.
(other than b) All Leased Facilities are in reasonably good repair and operating condition (subject to normal wear and tear). To the Purchaser) that Seller’s Knowledge, there are enforceable despite the continuation of the Bankruptcy Cases to no material (i) purchasedefects in, lease (ii) mechanical failures of or otherwise acquire (iii) damages to the Leased Facilities. The Seller has not received any interest in notice of, and to the Seller’s Knowledge there are no, condemnation, expropriation, eminent domain or similar proceedings or other adverse claims or actions affecting or threatened against any of the Owned Real Property or leases or subleases Leased Facilities. All of the Leases are in full force and effect and are enforceable in accordance with their terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights, or by general equity principles, including principles of commercial reasonableness, good faith and fair dealing. The Seller has not received written notice of, and to the Leased Real PropertySeller’s Knowledge, no event or circumstance has occurred that with notice or lapse of time or both would constitute, a material default or breach under any of the Leases. To the Seller’s Knowledge, the Leases are binding on the lessors thereunder, and such lessors have complied in all material respects with the terms of their respective Leases. The execution, delivery, performance and consummation by the Seller of the transactions contemplated by this Agreement do not and will not violate the terms of any Lease in any material respect.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Park Ohio Holdings Corp), Asset Purchase Agreement (Lawson Products Inc/New/De/)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of With respect to the Sellers’ Disclosure Schedule as real property owned by Covidien or any Subsidiary (such property collectively, the owner of a parcel of “Covidien Owned Real Property Property”), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Covidien Material Adverse Effect, either Covidien or a Subsidiary of Covidien has good and valid title in fee simple to such parcel; Covidien Owned Real Property, free and clear of all Liens, other than any such Lien (iiA) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on Covidien’s consolidated balance sheet (or the notes thereto) as of March 28, 2014 included in the Covidien SEC Documents filed on or prior to the extent as are date hereof or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since March 28, 2014 or (E) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of the Sellers’ possessionsubclauses (A) through (E), the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part “Covidien Permitted Lien”). As of the Owned Real Property and are owned by the Sellers. No Seller date hereof, neither Covidien nor any of its Subsidiaries has received notice of any pending pending, and to the knowledge of Covidien there is no threatened, condemnation proceeding with respect to any Covidien Owned Real Property, except proceedings which have not had and would not reasonably be expected to have, individually or in the aggregate, a Covidien Material Adverse Effect.
(ii) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Covidien Material Adverse Effect, (A) each material lease, sublease and other agreement under which Covidien or any threatened condemnation that would preclude of its Subsidiaries uses or impair occupies or has the right to use or occupy any material real property at which the material operations of any Owned Real Property by Covidien and its Subsidiaries are conducted (the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the “Covidien Leased Real Property.
”), is valid, binding and in full force and effect and (bB) Section 3.09(b) no uncured default of a material nature on the Sellers’ Disclosure Schedule lists part of Covidien or, if applicable, its Subsidiary or, to the street address and legal description where appropriate knowledge of each parcel of real property leased or subleased by Covidien, the landlord thereunder exists with respect to any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Covidien Leased Real Property. To Except as has not had and would not reasonably be expected to have, individually or in the extent as are in any aggregate, a Covidien Material Adverse Effect, Covidien and each of the Sellers’ possessionits Subsidiaries has a good and valid leasehold interest, the Sellers have delivered subject to the Purchaser true and complete copies terms of the leases and subleases any lease, sublease or other agreement applicable thereto, in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the each parcel of Covidien Leased Real Property, free and there has not been any sublease or assignment entered into by clear of all Liens, except for Covidien Permitted Liens. As of the date hereof, neither Covidien nor any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller its Subsidiaries has received notice of any pending pending, and, to the knowledge of Covidien, there is no threatened, condemnation proceeding or with respect to any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Covidien Leased Real Property, valid except any such proceeding which has not had and binding leasehold interests would not reasonably be expected to have, individually or in all of their respective material assetsthe aggregate, free and clear of any Liens, except, in each case, for Permitted Encumbrancesa Covidien Material Adverse Effect.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Transaction Agreement (Covidien PLC), Transaction Agreement
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple With respect to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property:
(i) the Contributors have delivered to Acquirer copies of all title insurance policies, opinions, abstracts and surveys in the possession of Contributor with respect to such parcel;
(ii) except as set forth on Schedule 3.14(a), none of the Contributors or Holdings has leased or otherwise granted to any person the right to use or occupy such Owned Real Property or any portion thereof; and and
(iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and there are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenantno unrecorded outstanding options, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the purchase such Owned Real Property or leases any portion thereof or subleases relating interest therein.
(b) Schedule 3.14(b) contains a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which any Contributor or Holdings holds any Leased Real Property (collectively, the “Leases”). The Contributors has delivered to Acquirer a true and complete copy of each Lease. With respect to each Lease:
(i) none of the Contributors nor Holdings received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by any Contributor or Holdings under any of the Leases and, to the Knowledge of EA&E, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(ii) none of the Contributors nor Holdings has subleased, assigned or otherwise granted to any person the right to use or occupy such Leased Real Property or any portion thereof; and
(iii) none of the Contributors nor Holdings has granted a Lien (other than a Permitted Lien) on its leasehold interest in any Leased Real Property.
(c) no Contributor has received any written notice of, and to the Knowledge of EA&E there are no, (i) violations of building codes and/or zoning ordinances or other Laws affecting the Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Real Property as currently operated.
Appears in 2 contracts
Sources: Contribution Agreement (Blueknight Energy Partners, L.P.), Contribution Agreement
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which Neither Cardinal nor any of the Sellers its Subsidiaries owns or has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in formerly owned any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyreal property.
(b) Section 3.09(b4.14(b) of the Sellers’ Cardinal Disclosure Schedule lists sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by Cardinal or any of its Subsidiaries (collectively, the street “Cardinal Leased Real Property”) and (ii) the address and legal description where appropriate of for each parcel of real property leased Cardinal Leased Real Property. Cardinal or subleased by any Seller as tenant or subtenantits Subsidiaries, as the case may be, which is used in has a valid and subsisting leasehold or held for use subleasehold interest in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Cardinal Leased Real Property is a valid lease or sublease free and Sellers have received no written notice clear of default all Liens, except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyPermitted Liens.
(c) The Owned Real Property and the Cardinal Leased Real Property constitute constitutes all of the real property used in necessary for the conduct of the Business.
(d) business of Cardinal and its Subsidiaries, taken as a whole, as currently conducted. Except as set forth has not had and would not reasonably be expected to have, individually or in Section 3.09(d) of the Sellers’ Disclosure Scheduleaggregate, Sellers have a Cardinal Material Adverse Effect, (i) each parcel of Cardinal Leased Real Property is in the case of Owned compliance with all existing Laws applicable to such Cardinal Leased Real Property, good and valid title to, and (ii) neither Cardinal nor any of its Subsidiaries has received written notice of any Proceedings in the case eminent domain, condemnation or other similar Proceedings that are pending, and to Cardinal’s Knowledge there are no such Proceedings threatened, affecting any portion of the Cardinal Leased Real Property and neither Cardinal nor any of its Subsidiaries has received written notice of the existence of any outstanding Order or of any pending Proceeding and to the Knowledge of Cardinal, there is no such Order, or Proceeding threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Cardinal Leased Real Property. Neither Cardinal nor any of its Subsidiaries has subleased, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options licensed or rights of first offer or rights of first refusal or similar rights or options have been otherwise granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases right to (i) purchase, lease use or otherwise acquire any interest in occupy any of the Owned Cardinal Leased Real Property or leases any portion thereof. Neither Cardinal nor any of its Subsidiaries has granted any option or subleases relating other right to any third party to purchase any of the Cardinal Leased Real PropertyProperty or portion thereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Cardinal Material Adverse Effect, each Cardinal Leased Real Property and all buildings, structures, improvements and fixtures located on, under, over or within the Cardinal Leased Real Property are in a state of good operating condition and are sufficient for the continued conduct of business in the ordinary course, subject to reasonable wear and tear.
Appears in 2 contracts
Sources: Merger Agreement (Strayer Education Inc), Merger Agreement (Capella Education Co)
Real Property. (a) Section 3.09(a) The Acquired Companies do not own, have never owned, and do not have any right of the Sellers’ Disclosure Schedule lists the street addressfirst refusal or option to purchase, legal description where appropriate and the current owner of each parcel of any real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyproperty.
(b) Section 3.09(b) of Except as would not reasonably be expected to have a Material Adverse Effect, each Acquired Company holds a valid and existing leasehold interest in the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property that is leased or subleased by any Seller as tenant or subtenantsuch Acquired Company from another Person (the “Leased Real Property”), as the case may be, which and is used in or held for use free and clear of all Encumbrances other than Permitted Encumbrances and Encumbrances described in the conduct Company Leases. The Leased Real Property constitutes all of the Businessreal property used, and occupied, licensed or leased by the identity Acquired Companies. Section 4.20(b) of the lessee Company Disclosure Schedule sets forth an accurate list of each such parcel all Company Leases, including the street address of the applicable Leased Real Property. To the extent as are in any of the Sellers’ possessionTrue, the Sellers have delivered to the Purchaser true correct and complete copies of the leases and subleases in effect at the date hereof Company Leases (including all amendments thereto amendments, extensions, renewals, guaranties, estoppels, subordination, non-disturbance and assignments in attornment agreements, and other agreements with respect thereofthereto) relating have been made available to Purchaser. As of the Agreement Date, no Acquired Company has received any written notice regarding any violation or breach or default by the Acquired Companies under any Company Lease that has not since been cured, and to the Leased Real Property, and there has not been any sublease or assignment entered into by any Knowledge of the Sellers Company, no default exists on the part of any other party to the Company Leases, except for violations or breaches that are not, individually or in respect the aggregate, reasonably likely to have a Material Adverse Effect. No Acquired Company has received written notice of the leases and subleases any pending or threatened condemnation or eminent domain proceedings or their local equivalent affecting or relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have No Acquired Company has received no written notice of default except as disclosed in Section 3.09(b) of from any Governmental Body or other Person that the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease use and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice occupancy of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid as currently used and binding leasehold interests in all of their respective material assetsoccupied, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) the conduct of the Sellers’ Disclosure Schedulebusiness thereon, no options as currently conducted, violate any deed restrictions, declarations, reciprocal easement agreements or rights similar restrictions or agreements, or zoning, subdivision or other land use, or similar Laws. No Acquired Company has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Company Lease or any interest therein, nor has any Acquired Company subleased, licensed or otherwise granted any Person a right to use or occupy such Leased Real Property or any portion thereof or any option, right of first offer or rights of first refusal or similar rights or options have been granted by any Seller other contractual right with respect to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Propertytherein.
Appears in 2 contracts
Sources: Merger Agreement (Biodelivery Sciences International Inc), Merger Agreement (Collegium Pharmaceutical, Inc)
Real Property. (a) Except for Permitted Encumbrances or as set forth on Section 3.09(a4.8(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each , Seller listed in Section 3.09(a) of has not leased or otherwise granted to any Person the Sellers’ Disclosure Schedule as the owner of a parcel of right to use or occupy such Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyportion thereof.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have has delivered to the Purchaser Buyer a true and complete copies copy of the leases each Real Property Lease. With respect to each Real Property Lease:
(i) such Real Property Lease is valid, binding, enforceable and subleases in effect at the date hereof (including all amendments thereto full force and assignments in respect thereof) relating to the Leased Real Propertyeffect, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases Seller enjoys peaceful and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect undisturbed possession of the Leased Real Property subject to the terms thereof and the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity;
(ii) Seller is not in breach or default, in any material respect, under such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a valid lease breach or sublease and Sellers have received no written notice default by Seller, in any material respect, of default such Real Property Lease;
(iii) except for Permitted Encumbrances, Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof;
(iv) except for Permitted Encumbrances, Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property;
(v) other than as disclosed in set forth on Section 3.09(b4.8(a) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, there are no concessions, allowances, credits, rebates or refunds to which a tenant is entitled to receive (whether past due, due or may become due in the security deposit required pursuant to each lease and sublease future) under one or more Real Property Leases, or may be entitled in respect the future under any Real Property Lease;
(vi) other than as set forth on Section 4.8(a) of the Leased Disclosure Schedule, there are no Affiliates of Seller that guaranty any obligations of any tenant under any Real Property has not been drawn upon Lease; and
(vii) all material improvements required by the relevant landlord terms of one or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased more Real Property Leases to be made by a landlord have been completed in all material respects and the Business for the purposes for which it tenant thereunder is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertysatisfied with such improvements.
(c) The Owned Real Property and the Leased Real Property constitute all As of the real property used in date hereof, Seller has not received any written, or to the conduct Knowledge of the Business.
(d) Except as set forth in Section 3.09(d) Seller oral, notice of the Sellers’ Disclosure Schedule, Sellers have (i) in any material violations of building codes and/or zoning ordinances affecting the case of Owned Real Property, good and valid title to, and (ii) in existing, pending or, to Seller’s Knowledge, threatened condemnation proceedings affecting the case of the Leased Real Property, valid and binding leasehold interests or (iii) existing, pending or, to Seller’s Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Real Property, in all of their respective any material assetsrespect, free and clear as currently operated. Neither the whole nor any material portion of any Liens, exceptReal Property has been damaged or destroyed by fire or other casualty which has affected, in each caseany material respect, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) the use or operation of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Asset Purchase Agreement (CF Industries Holdings, Inc.), Asset Purchase Agreement (Mosaic Co)
Real Property. (a) Section 3.09(aNo MDL Group Company owns any real property. Schedule 2.6(a)(i) sets forth a list of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of all real property in which leased by any of the Sellers has fee title (MDL Group Company or equivalent) interest and any Seller which is used primarily in connection with the Business (the “Leased Premises”). Schedule 2.6(a)(ii) contains a list of certain other premises which are owned or held for use leased by one or more Sellers in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) connection with operations unrelated to the extent as are in any of Business but partially utilized by the Sellers’ possession, MDL Group Companies under an arrangement with such Sellers (the “Temporary Use Premises”). Sellers have made available to the Purchaser Buyer true, correct and complete copies of each deed for each parcel of Owned Real Property; all leases relating to the Leased Premises (the “Leases”), which Leases are in full force and (iii) all buildings situated effect and have not been amended or modified. Other than as set forth on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Schedule 2.6(a)(iii), no MDL Group Company or Seller has received notice of entered into any pending condemnation proceeding material sublease, license, option, right, concession or other agreement or arrangement granting to any person the right to use or occupy such Leased Premises or any threatened condemnation that would preclude portion thereof or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyinterest therein.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased The applicable Seller or subleased by any Seller as tenant or subtenantMDL Group Company, as the case may be, which is used has a valid leasehold interest in or held for use in the conduct of the Businessall Leased Premises. With respect to each Lease, and the identity of the lessee of each (i) such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property Lease is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice binding obligation of the applicable Seller or its applicable Subsidiary and, to Sellers’ knowledge, each other party to such Lease, and is in full force and effect, (ii) neither the applicable Seller nor MDL Group Company nor, to Sellers’ knowledge, any other party to any Lease is in material breach or material default in any respect under the terms of such Lease and, to Sellers’ knowledge, no event has occurred which, with notice or lapse of time or both, would constitute a material breach or material default or permit termination, modification or acceleration thereunder, (iii) neither the applicable Seller nor MDL Group Company has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold of any Lease, and (iv) no Seller nor any MDL Group Company has received any written notice that any Leased Premises is subject to any order to be sold, condemned, expropriated or otherwise taken by any Governmental Authority altering its zoning Laws so as Entity, with or without payment of compensation therefor, and, to affect Sellers’ knowledge, no such sale, condemnation, expropriation or potentially affect the Leased Real Propertytaking has been threatened.
(c) The Owned Real Property and the Leased Real Property constitute all Schedule 2.6(c) sets forth each Lease requiring a consent or other action by any Person as a result of the real property used in the conduct execution, delivery and performance of the Businessthis Agreement.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Sale Agreement (Accelrys, Inc.), Sale Agreement (Symyx Technologies Inc)
Real Property. (a1) Section 3.09(a5.10(a) of the Sellers’ Disclosure Schedule lists Letter sets forth a list and description (including the street address, legal description where appropriate and the current owner description) of each parcel of all real property owned by the Seller and all real property to be owned by the Seller on the Closing Date (the "Owned Real Property" or the "Real Property"). The Seller has good and marketable title to and owns the Owned Real Property applicable to it in which fee simple subject to no Liens except as set forth in section 5.10(a) of the Disclosure Letter. Neither the Seller nor the Shareholder has received notice of any default or breach by the Seller or other owner under any of the Sellers has fee title (covenants, conditions, restrictions, easements, or equivalent) interest and which is used in or held for use in rights-of-way affecting the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good or any portion thereof, and valid title in fee simple to such parcel; (ii) to the extent as are in any best knowledge of the Sellers’ possessionSeller and the Shareholder, no such default or breach now exists, and no event has occurred or is continuing which with notice or the Sellers have made available passage of time or both, would constitute a default thereunder.
(2) The Seller does not lease any real property related to the Purchaser copies Business.
(3) The Seller has heretofore delivered to the Buyer a true, correct and complete copy of each deed for a recent title insurance policy with respect to each parcel of Owned Real Property; . Neither the Seller nor any other owner of the Owned Real Property has entered into any leases, subleases, licenses or occupancy agreements relating to the Owned Real Property and no Person has any rights to acquire, lease, sublease or otherwise occupy the Owned Real Property or any part thereof or to otherwise obtain any interest therein, and there are no outstanding options, rights of first refusal or rights of reverter relating to the Owned Real Property or any interests therein. Except as set forth in section 5.10(c) of the Disclosure Letter, there are no service or maintenance contracts, management agreements or similar agreements relating to the Owned Real Property. There has been no service, material or other work provided or supplied to the Owned Real Property that has not been paid in full, except as set forth in section 5.10(c) of the Disclosure Letter.
(4) With respect to the Real Property, (i) there is a right of ingress and egress to public thoroughfares to and from the Real Property, (ii) the Real Property has adequate water supply and sewer or septic service for the present use thereof and all sewer or septic service and water supply facilities required for the present use of the Real Property are properly and fully installed and operating, and (iii) all buildings situated curb cut and street opening permits or licenses required for vehicular access to and from any part of the Real Property to any adjoining public street have been obtained and, if required, paid for by the Seller and are in full force and effect. The Seller has heretofore delivered to the Buyer true, correct and complete copies of any certificate or certificates of operation for any incinerator, boiler or other burning equipment on the Real Property, to the extent available. There is no real property of any kind whatsoever used by the Business, except for the Real Property, and the Real Property constitutes all of the real property necessary to conduct the Business.
(5) All licenses, permits and certificates of occupancy (the "Approvals"), in connection with the construction, use, occupancy and maintenance of any Real Property are in full force and effect in accordance with the respective terms thereof, and none of the Approvals has been amended, assigned, pledged or otherwise transferred. There is no alteration, improvement or change in use of any building or other improvement located on the Owned Real Property form a part that would require any new Approvals or amendment of an existing Approval. The condition and use of the Owned Real Property and are owned by the Sellersconforms to each Approval. No The Seller has received notice obtained all of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use approvals necessary for the operation of any Owned Real Property by the Business for on the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b6) Section 3.09(bTo the best knowledge of each of the Seller and the Shareholder, except as disclosed in the capital expense budget set forth in section 5.12(c) of the Sellers’ Disclosure Schedule lists Letter or in section 5.10(f) of the street address Disclosure Letter, (i) the Real Property including, without limitation, all building systems and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenantequipment, all structural components, the roof, the basement, all plumbing, electrical, mechanical, heating, ventilating, air conditioning and sprinkler systems, and all sewer, waste water, paving and parking equipment, systems and facilities, are fully installed and, as the case may beapplicable, which is used operating, in or held good condition and repair and adequate for use in the conduct of the Businessbusiness of the Seller as presently and proposed to be conducted, (ii) there are no defects in the same that would hinder or impair the business and operations of the Seller and, (iii) no extraordinary repair or improvement expense with respect thereto is anticipated during the two years following the Closing Date. The electricity service and all other public or private utilities ("Utilities") serving the Real Property are fully installed and operating, adequate for the conduct of the business of the Seller as presently and proposed to be conducted, and enter the identity Real Property through adjoining public streets or through valid easements across adjoining private lands, and all installation, connection and capital recovery charges in connection with the Utilities have been paid in full.
(7) To the best knowledge of each of the lessee Seller and the Shareholder, there is no pending, proposed, contemplated or anticipated (i) annexation, condemnation, eminent domain or similar proceeding affecting, or that may affect, all or any portion of each such parcel of Leased the Real Property. To , (ii) proceeding to change or redefine the extent as zoning classification of all or any portion of the Real Property, (iii) imposition of any special or other assessments for public betterments or otherwise, (iv) special assessments affecting the Real Property or any portion thereof that are or would be payable by the Seller or the Shareholder and could result in a Lien against any of the Sellers’ possessionReal Property, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases (v) change in effect at the date hereof (including all amendments thereto and assignments in respect thereof) any applicable Laws relating to the Leased use, occupation or operation of the Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b(vi) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance tax certiorari proceeding with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by or (vii) pending changes in road patterns or grades that may adversely affect access to any roads providing a means of ingress or egress from the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c8) In the last 18 months, neither the Seller nor the Shareholder has received notice from any insurance company or Board of Fire Underwriters (or organization exercising functions similar thereto) The Owned or from any mortgagee requesting the performance of any work or alteration in respect of any of the Real Property Property, and, to the best knowledge of each of the Seller and the Leased Real Property constitute all Shareholder, there are no outstanding requirements or recommendations from any of the real property used in the conduct of the Businessforegoing.
(d9) There has been no material damage to any portion of the Real Property within the last 24 months caused by fire or other casualty that has not been repaired.
(10) Except as set forth in Section 3.09(dsection 5.10(j) of the Sellers’ Disclosure ScheduleLetter, Sellers have the Real Property (iincluding all improvements thereon) in and the case of Owned uses to which the Real Property, good Property (and valid title toall improvements thereon) are put, and (ii) all operations conducted thereon, are in compliance with, and are not in default under or in violation of, any building, zoning, land use, public health, public safety, sewage, water or sanitation Law, or any Environmental Law or any covenant, easement, restriction or other agreement, materially affecting the case of the Leased Real Property, valid Property and binding leasehold interests in all of their respective material assets, free and clear no notice of any Liens, except, in each case, for Permitted Encumbrancessuch default or violation has been received by the Seller or the Shareholder.
(e11) Except as set forth in The Seller is not a "foreign person" for purposes of Section 3.09(e) 1445 of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real PropertyCode.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Image Guided Technologies Inc), Asset Purchase Agreement (Medsource Technologies Inc)
Real Property. The Leased Real Property and the lease of, or any other interest in, the real property of the Facilities are all of the real property which is leased or subleased in connection with the Business.
(a) Section 3.09(a) The Sellers or one of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate their respective Subsidiaries have or has exclusive use and the current owner possession of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(bWith respect to each Facility Lease: (i) such Facility Lease is in full force and effect and is valid and enforceable in accordance with its terms; (ii) there is no material default under any Facility Lease or any agreements related to use or occupancy rights granted to third-party owners, tenants or licensees either by the Seller or Subsidiary that is a party thereto or, to the Knowledge of the Sellers’ Disclosure Schedule lists Selling Parties, by any other party thereto, and no event has occurred that, with the street address and legal description where appropriate lapse of each parcel time or the giving of real property leased notice or subleased both, would constitute a default by any Seller as tenant or subtenantthe Seller’s Subsidiary thereunder or permit the termination, as modification or acceleration of rent under such Facility Lease; (iii) the case may beapplicable Seller’s possession and quiet enjoyment of the Leased Real Property under each such Facility Lease has not been disturbed, which is used in or held for use and to the Knowledge of the Selling Parties, there are no disputes with respect to such Facility Lease; (iv) the Sellers and their Affiliates do not, and will not in the conduct of the Businessfuture, owe any brokerage commissions or finder’s fees with respect to any such Facility Lease; and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, (v) the Sellers have delivered not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof.
(c) There are no pending or, to the Purchaser true and complete copies Knowledge of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Selling Parties, threatened condemnation or eminent domain proceedings that affect any Leased Real Property, and there no Seller has not been received any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice intention of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as or other Person to affect or potentially affect the take any Leased Real Property.
(cd) The Owned Real Property and To the Knowledge of the Selling Parties, no security deposit or portion thereof deposited with respect to any Leased Real Property constitute all has been applied in respect of the real property used a breach or default under such Facility Lease which has not been redeposited in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrancesfull.
(e) Except as set forth in Section 3.09(e) of the The Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating improvements to the Leased Real PropertyProperty are, and no Seller has taken any action to cause any other part of the Leased Real Property not to be in compliance with all applicable Environmental Laws, building, zoning, subdivision, health and safety and other land use Laws, including, without limitation, The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Leased Real Property and the current use or occupancy of the Leased Real Property or operation of the Business thereon does not violate any such Law. No Selling Party has received any notice of violation of any such Law and, to the Knowledge of the Selling Parties, there is no basis for the issuance of any such notice or the taking of any action for such violation.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement (BioScrip, Inc.)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street addressExcept as would not, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (individually or equivalent) interest and which is used in or held for use in the conduct of aggregate, reasonably be expected to be material and adverse to the Business. Except as described in Section 3.09(a) of , the Sellers’ Disclosure Schedule: (i) Seller or an Affiliate has good, valid and marketable indefeasible fee simple title to each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good free and valid title clear of Encumbrances, except for Permitted Encumbrances. True and complete copies of all deeds and other instruments (as recorded), as applicable, by which the Seller or an Affiliate acquired such Owned Real Property in fee simple to such parcel; (ii) possession or control of the Seller or an Affiliate and relating to the extent as are in any of the Sellers’ possession, the Sellers Owned Real Property have been made available to the Purchaser copies of each deed for each parcel of Buyer and/or its agents. No Owned Real Property; and (iii) all buildings situated on Property is subject to any sales contract, purchase option, right of first refusal, right of first offer, similar agreement or other contractual obligation to sell, assign or dispose of any of the Owned Real Property form a part or any portion thereof or interest therein to any Person. The Seller or an Affiliate is in possession of the Owned Real Property and are owned by has not leased, licensed, sublicensed or otherwise granted the Sellers. No Seller has received notice right to use, operate or occupy any parcel or any portion of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use parcel of any Owned Real Property by to any other Person. Except as set forth on Schedule 5.21(a), neither the Business for the purposes for which it Seller nor any Affiliate is currently used. No Seller a party to any Contract or option to purchase any real property or interest therein that has received notice not closed as of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyClosing Date.
(b) Section 3.09(b) True and correct copies of all Leases, together with all amendments, extensions, renewals and guaranties with respect thereto, have been provided or otherwise made available to Buyer and/or its agents in all material respects. Seller or an Affiliate has a valid, existing, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all the Sellers’ Disclosure Schedule lists Leased Real Property pursuant to the street address Leases. Each Lease is in full force and legal description where appropriate of each parcel of real property leased effect, legal, valid and binding on the parties thereto, and enforceable in accordance with its terms. Except as would not, individually or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of aggregate, reasonably be expected to be material and adverse to the Business, and there are no subleases, licenses or similar agreements granting to any Person other than the identity Seller or any of its Affiliates the lessee of each such parcel of right to use or occupy any Leased Real Property. To As of the extent as are in date hereof, neither the Seller nor any of its Affiliates has received any written or oral notice from any counterparty of any Lease of, nor does the Seller or any of its Affiliates have Knowledge of the existence of, any material default, event, condition or circumstance that, with or without notice, lapse of time, or both, would constitute a material default under any of the Sellers’ possessionLeases, the Sellers have delivered to the Purchaser true and complete copies or would permit termination, cancelation, material modification or acceleration of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each rent under such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyLease.
(c) The Owned Except as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Business, the Real Property and the Leased Real Property constitute constitutes all of the real property used and occupied by the Seller and its Affiliates Primarily Related to the Business as currently conducted. All Real Property is in compliance with applicable Laws in all material respects. Neither the conduct Seller nor any Affiliate has received any written notice (or to Seller’s Knowledge, any oral notice), affecting any of the BusinessReal Property, of any pending or threatened condemnation, eminent domain, taking, transfer in lieu thereof, rezoning or other similar proceedings by any Governmental Entity, or any zoning, building code or other moratorium legal proceeding to impose any special assessment.
(d) Except as set forth To Seller’s Knowledge, all buildings, structures, foundations, improvements, fixtures, buildings systems and equipment, and all components thereof, located on the Real Property are in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have good operating condition and repair (inormal wear and tear excepted) in the case all material respects and are fit and sufficient for use and no significant repairs thereof are required for which Seller or any of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrancesits Subsidiaries would have an obligation under applicable Law to undertake.
(e) Except as set forth would not, individually or in Section 3.09(ethe aggregate, reasonably be expected to be material and adverse to the Business, each Easement, or memorandum of such Easement (or similar document) with respect to such Easement, has been filed for record in the real property records of the Sellers’ Disclosure Scheduleapplicable county or counties in which the real property subject to each Easement is situated to the extent the same is required to be filed for record in the Ordinary Course of Business and reasonably industry standard methods. Except as would not, no options individually or rights of first offer or rights of first refusal or similar rights or options in the aggregate, reasonably be expected to have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation a Material Adverse Effect, all material portions of the Bankruptcy Cases Seller’s pipelines and appurtenant facilities are located on land that is: (1) Real Property, or (2) an Easement. The Seller has adequate ingress and egress rights to access each Easement for all purposes related to the purposes of such Easement. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) purchaseno Easement has been relocated or terminated, lease (ii) there are no material defaults, and no event has occurred or otherwise acquire any interest circumstance exists which, with or without notice, lapse of time, or both, would constitute such a material breach or default or permit the termination, modification or relocation of such Easement, and (iii) all Easements in any of place permit Seller to operate its pipelines and appurtenant facilities in the Owned Real Property or leases or subleases relating to the Leased Real Propertymanner Seller’s Business is currently conducted in all material respects.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Spire Missouri Inc), Asset Purchase Agreement (Duke Energy Florida, LLC)
Real Property. (a) Section 3.09(a2.13(a) of the Sellers’ Disclosure Schedule lists contains a list of all of the street address, legal description where appropriate Owned Real Property and the current owner of each parcel of real property in which any name of the Sellers has fee record title (holder thereof. With respect to such Owned Real Property either the Seller or equivalent) interest and which is used in or held for use in the conduct one of the BusinessSubsidiaries owns good and marketable title to such real property, free and clear of all Encumbrances other than Permitted Encumbrances. Except as described in Section 3.09(a2.13(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) , there are no leases, subleases, licenses, concessions or other agreements granting to any Person the right of the Sellers’ Disclosure Schedule as the owner use or occupancy of a parcel any material portion of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the there are no outstanding options or rights of first refusal to purchase any parcel of such Owned Real Property form a part of the Property, any portion thereof or interest therein. The Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect Property, together with the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of , includes all real property leased or subleased by any Seller as tenant or subtenantthat is used, as the case may be, which is used in or held for use or useful solely or primarily in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent except for Excluded Assets.
(b) Except as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed described in Section 3.09(b2.13(b) of the Sellers’ Disclosure Schedule. To Sellers’ , there is no current, or to Seller's Knowledge, the security deposit required pursuant to each lease and sublease in respect proposed condemnation proceeding, requisition or taking proposal by any public authority of any material portion of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Owned Real Property.
(c) The Owned Section 2.13(c) of the Disclosure Schedule contains a list of all Leased Real Property and the Leased Real Property constitute all names of the real lessee and lessor thereof. To Seller's Knowledge, the leases with respect to such property used are in the conduct full force and effect, and Seller or one of the Business.
(d) Except as set forth in Section 3.09(d) Subsidiaries holds a valid and existing leasehold interest under each of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, leases free and clear of any Liens, except, in each case, all Encumbrances except for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) . Buyer either has been supplied with, or has been given access to, complete and accurate copies of each of the Sellers’ Disclosure Scheduleleases and none of such leases have, no options or rights of first offer or rights of first refusal or similar rights or options have to Seller's Knowledge, been granted modified in any material respect, except to the extent that such modifications are disclosed by any the copies delivered to Buyer. Neither Seller to any Person (other than the Purchaser) that are enforceable despite the continuation nor one of the Bankruptcy Cases Subsidiaries is, to (i) purchaseSeller's Knowledge, lease or otherwise acquire any interest in default in any material respect under any of such leases, and, to Seller's Knowledge, none of the Owned Real Property landlords or leases or subleases relating to the Leased Real Propertylessors are in default in any material respect thereunder.
Appears in 2 contracts
Sources: Agreement for Sale and Purchase of Assets (Noveon Inc), Agreement for Sale and Purchase of Assets (Goodrich B F Co)
Real Property. (a) Section 3.09(a4.7(a) of the Sellers’ Peabody Disclosure Schedule lists the street address, legal description where appropriate Letter sets forth a correct and the current owner of each parcel of real property in which any complete list as of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct date hereof of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of all Peabody Owned Real Property has good and valid title in fee simple to such parcel; Property, (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; all Peabody Leases and (iii) all buildings situated on Mining Rights included in the Owned Real Property form a part Peabody Properties. Section 4.7(a) of the Owned Real Property Peabody Disclosure Letter also identifies all Peabody Properties that also are used as of the date hereof by other businesses of Peabody or its Affiliates and are owned describes the nature of such use by such other businesses of Peabody or its Affiliates, and such use does not interfere with the Sellersoperation of the Peabody Business. No Seller Peabody Property is leased or subleased to any third party, and Peabody has received notice of not granted any pending condemnation proceeding third party any license, possessory or any threatened condemnation that would preclude occupancy right or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyother similar right therein other than Permitted Encumbrances.
(b) Section 3.09(b) Peabody or a controlled Affiliate of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlordPeabody, as applicable, has (i) good and no additional monies are required indefeasible fee title to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased all Peabody Owned Real Property, (ii) good and valid title to the leasehold estates in all Peabody Leases and (iii) good and valid title to all Mining Rights included in the Peabody Properties, in the case of each of clauses (i), (ii) and (iii), free and clear of all Encumbrances (including Royalties), other than Permitted Encumbrances.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure ScheduleThere are no outstanding options, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal to purchase any Peabody Property or any portion of or any interest therein.
(d) Each of the Peabody Leases is in full force and effect and constitutes the legal, valid and binding obligations of Peabody or its Affiliates that are parties thereto and, to the Knowledge of Peabody, the other parties thereto, enforceable against Peabody or such Affiliates and, to the Knowledge of Peabody, the other parties thereto, in accordance with their respective terms. No Peabody Lease has been amended, modified or supplemented. No party to any Peabody Lease has repudiated any provision thereof, and neither Peabody (nor its Affiliates that are parties thereto, as the case may be) nor, to the Knowledge of Peabody, any other party thereto, is in breach of any of its respective obligations thereunder, and no event has occurred (including the failure to obtain any consent) which, with notice or lapse of time or both, would constitute a breach or default thereunder.
(e) Except for the Peabody Properties, neither Peabody nor any of its Affiliates owns or leases any real property used or held for use primarily in or related primarily to or necessary for the operation or conduct of the Peabody Business or has any options to acquire any fee interest or leasehold interest in any real property for use primarily in or related primarily to or necessary for the operation or conduct of the Peabody Business.
(f) There are no pending or, to the Knowledge of Peabody, threatened condemnation, eminent domain or similar proceedings affecting the Peabody Properties. There are no existing public improvements which may reasonably be expected to result in any special assessment against any Peabody Owned Real Property.
(g) All utility easements, rights or options have been granted by any Seller of access and other easements and similar rights serving the Peabody Properties are legally enforceable to permit the operation of the Peabody Business in substantially the manner in which the Peabody Business is currently operated. Other than Permitted Encumbrances, there are no encroachments upon the Peabody Properties and no improvements to any Person Peabody Properties encroach onto any adjacent property, except for such encroachments as have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on a particular item of real property. The improvements to the Peabody Properties (other than and the Purchasercurrent uses thereof) that are enforceable despite the continuation of the Bankruptcy Cases to do not (i) purchaseviolate set-back, lease building or otherwise acquire side lines, or any interest in applicable land use covenants, zoning regulations or similar enforceable restrictions or (ii) encroach on any of easements located on the Owned Real Property or leases or subleases relating to the Leased Real PropertyPeabody Properties.
Appears in 2 contracts
Sources: Implementation Agreement (Arch Coal Inc), Implementation Agreement (Peabody Energy Corp)
Real Property. Section 3.12 of the Seller Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects of (a) Section 3.09(a) the real property owned by Seller or any Transferred Entity with respect to the Business and being transferred to Purchaser as part of the Sellers’ Disclosure Schedule lists Sale hereunder (the street address, legal description where appropriate “Business Owned Real Property”) and the current owner of each parcel of applicable Seller or Transferred Entity that is the holder thereof and (b) the real property in which leased, subleased or licensed by any Transferred Entity or other applicable Affiliate of Seller with respect to the Business and being transferred to Purchaser as part of the Sellers has fee title Sale hereunder, other than the Business Owned Real Property (or equivalent) interest and which is used in or held for use in the conduct of “Business Leased Real Property” and, together with the BusinessBusiness Owned Property, the “Business Real Property”). Except as described in Section 3.09(a) would not reasonably be expected to be material to the Business and the Transferred Entities, taken as a whole, each of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule Transferred Entities, as the owner of a parcel of Owned Real Property has applicable, has, good and valid marketable title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Business Owned Real Property and a valid leasehold, subleasehold or license interest, as applicable, in the Business Leased Real Property leased, subleased or licensed by it, in each case free and clear of all Liens, except Permitted Liens. There are owned by no pending or, to the Sellers. No Seller has received notice Knowledge of any pending condemnation proceeding or any Seller, threatened condemnation that would preclude or impair the use of proceedings affecting any Business Owned Real Property by the or Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of Property or any material portion thereof, except as would not reasonably be expected to be material to the Sellers’ Disclosure Schedule lists the street address Transferred Entities and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, taken as a whole. All leases, subleases and licenses, together with all amendments, modifications and supplements thereto (collectively, the “Real Property Leases” and each a “Real Property Lease”) for the Business Leased Real Property are in full force and effect and are enforceable in accordance with their respective terms, subject to the Enforceability Exceptions, except as would not reasonably be expected to be material to the Transferred Entities and the identity Business, taken as a whole. Neither Seller nor any Transferred Entity has received any written notice of the lessee any, and there is no, default or other matter or condition in existence as of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased that would constitute a breach under any Real Property, and there has not been any sublease or assignment entered into Property Lease by any of the Sellers in respect of the leases and subleases relating Transferred Entities under any such lease, sublease or license, except as would not reasonably be expected to be material to the Leased Real PropertyTransferred Entities and the Business, taken as a whole. To Sellers’ KnowledgeExcept as would not reasonably be expected to be material to the Transferred Entities and the Business, each lease and sublease in respect of the Leased Real Property is taken as a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledgewhole, the security deposit required pursuant to each lease buildings, structures, fixtures and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by other improvements located on the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Business Leased Real Property constitute (collectively, the “Improvements”) comply with all applicable Laws. Except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole, none of the real property used Improvements require any special dispensation, variance or special permit under any Law (whether or not such dispensation, variance or special permit has been issued and obtained). Section 3.12(c) of the Seller Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects of all easements, servitudes, rights of way and similar agreements that encumber, affect or have otherwise granted rights in and to the Business Real Property in favor of the Seller, PSE&G or their respective Affiliates (together with all amendments, modifications and other supplements thereto, the “Existing Affiliate Easements”). The Existing Affiliate Easements do not materially interfere with, and would not reasonably be expected to materially interfere with as a result of the exercise of the rights of the parties thereunder, the ordinary conduct of the Business.
(d) Except Business as set forth in Section 3.09(d) conducted as of the Sellers’ Disclosure Scheduledate hereof at the asset to which they relate, Sellers have (i) in or the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrancesuse or occupancy thereof.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Equity Purchase Agreement (Pseg Power LLC), Equity Purchase Agreement (Pseg Power LLC)
Real Property. (a) Section 3.09(a) of Neither the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which Company nor any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in its Subsidiaries owns any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyreal property.
(b) Section 3.09(b4.20(b)(i) of the Sellers’ Company Disclosure Schedule lists contains a complete and accurate list of all existing material leases, subleases, licenses or other agreements (collectively, the street address and legal description where appropriate “Leases”) under which the Company or any of each parcel of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property leased or subleased by any Seller as tenant or subtenant(such property, as the case may be“Leased Real Property”) including, which is used in or held for use in with respect to each Lease, the conduct name of the Businesslessor, master and sublessor, the date of the Lease and each amendment thereto, the approximate square footage of the premises leased thereunder to the extent specified, and the identity of the lessee of each such parcel of Leased Real Propertyaggregate annual rental payable thereunder. To the extent as are in any of the Sellers’ possessionThe Company has heretofore made available to Parent true, the Sellers have delivered to the Purchaser true correct and complete copies of the leases and subleases in effect at the date hereof all Leases (including all amendments modifications, amendments, supplements, consents, waivers and side letters thereto and assignments all material agreements in respect thereof) relating to connection therewith, including all work letters, improvement agreements, estoppel certificates, and subordination agreements). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and there has not been clear of all Liens. Section 4.20(b)(ii) of the Company Disclosure Schedule contains a complete and accurate list of all of the existing Leases granting to any sublease Person, other than the Company or assignment entered into by any of its Subsidiaries, any right to use or occupy, now or in the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledgefuture, each lease and sublease in respect any of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledgeincluding, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease Lease, the name of the master lessor, sublessor and sublessee, the date of the Lease and each amendment thereto, the square footage of the premises leased thereunder, and the aggregate annual rental payable thereunder. The Leases are each in full force and effect (other than any that have by operation of their terms expired or subleasebeen terminated since the date hereof) and neither the Company nor any of its Subsidiaries is in material breach of or default under, as applicable. No Seller or has received written notice of any pending condemnation proceeding material breach of or default under, any Lease, and, to the knowledge of the Company, no event has occurred as of the date hereof that with notice or lapse of time or both would constitute a breach or default thereunder by the Company or any threatened condemnation that would preclude of its Subsidiaries or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyother party thereto.
(c) The Owned Closing will not affect the enforceability against any Person of any Lease or any rights of the Company or the Surviving Corporation thereunder or otherwise with respect to any Leased Real Property Property, including the right to the continued use and possession of the Leased Real Property constitute all of the real property used in for the conduct of the Businessbusiness as presently conducted.
(d) Except as set forth in Section 3.09(d) Each Lease constitutes the entire agreement of the Sellers’ Disclosure Schedulelandlord and the tenant thereunder, Sellers and no term or condition thereof has been modified, amended or waived and the copies of the Leases that have (i) in previously been delivered by the case Company to Parent. Neither the Company nor any of Owned its Subsidiaries owes brokerage commissions or finders fees with respect to any Leased Real Property, good nor would the Company or any of its Subsidiaries owe any such fees if any existing Lease were renewed pursuant to any renewal options contained in such Lease. The Company and valid title to, and (ii) in the case its Subsidiaries currently occupy all of the Leased Real Property, valid and binding leasehold interests in all Property for the operation of their respective material assetsbusiness. The Company has not transferred or assigned any interest in any Lease, free and clear nor has the Company subleased or otherwise granted rights of use or occupancy of any Liens, except, in each case, for Permitted Encumbrancesof the premises described therein to any other person or entity.
(e) Except as set forth Each Leased Real Property and all of its operating systems are in Section 3.09(e) good operating condition and repair, water-tight and free from material structural, physical, mechanical, electrical, plumbing, roof or other defects, is maintained in a first-class manner consistent with industry standards generally followed with respect to similar property, and is suitable for the conduct of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation business of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real PropertyCompany and its Subsidiaries as presently conducted.
Appears in 2 contracts
Sources: Merger Agreement (Spectralink Corp), Merger Agreement (Polycom Inc)
Real Property. (a) The Seller and each of its Subsidiaries does not own and has never owned any real property.
(b) Section 3.09(a4.17(b) of the Sellers’ Disclosure Schedule lists sets forth a complete and accurate list of all leases of real property, occupancy agreements or similar agreements (the street address“Real Property Leases”) under which the Seller or any of its Subsidiaries is a lessee, legal description where appropriate sub-lessee, tenant, licensee or assignee of any real property owned by any third Person (the “Leased Real Property”), such list setting forth the location and the current owner landlord of each parcel of real property in which Leased Real Property. The Seller has provided to the Buyer access to complete and accurate copies of each Real Property Lease. With respect to the Real Property Leases, there exist no uncured defaults under the Real Property Leases by the Seller or any of its Subsidiaries, or, to the Sellers Company’s Knowledge, any third party, and neither the Seller nor any of its Subsidiaries has fee title (received or equivalent) interest given written notice of any such defaults. Upon receipt of any Consents required with respect to the Real Property Leases as set forth in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement and which any Ancillary Agreement will not result in any default under any Real Property Lease, except that the Real Property Leases for the Lenexa Real Properties will be terminated in connection with the Closing. The Seller and its Subsidiaries hold leasehold estates in the Leased Real Property that is used in or held necessary for use in the conduct of business of the Business. Except as described in Section 3.09(aSeller, free and clear of any Liens (except Permitted Liens).
(c) There is no pending or, to the Company’s Knowledge, threatened condemnation (or similar Proceedings) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(bd) Section 3.09(bNeither the Seller nor any of its Subsidiaries has assigned its interests under any Real Property Lease to any third party.
(e) Neither the Seller nor any of its Subsidiaries has received written notice within the Sellers’ Disclosure Schedule lists last two (2) years asserting that the street address and legal description where appropriate of each parcel of real property leased utilities, access or subleased by parking for any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To Property are inadequate for the extent as are in any current use and operation of the Sellers’ possessionsuch parcel, the Sellers have delivered nor, to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Company’s Knowledge, each lease and sublease does any fact or condition exist that could reasonably be expected to result in respect such utilities, access or parking for any parcel of the Leased Real Property is a valid lease or sublease becoming inadequate for the current use and Sellers have received no written notice operation of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedulesuch parcel. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect None of the Leased Real Property has suffered any material damage by fire or other casualty which has not heretofore been drawn upon by repaired and restored in all material respects.
(f) To the relevant landlord Company’s Knowledge, there is no zoning, building code, occupancy restriction or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding other land-use regulation Proceeding or any threatened condemnation proposed change in any applicable Law that would preclude could, individually or impair in the aggregate, materially adversely affect the Seller’s or any of its Subsidiaries’ use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(cg) The Owned Real Property and To the Company’s Knowledge, there are no defects, structural or otherwise, with respect to any of the Leased Real Property constitute all (or any improvements located thereon), that could reasonably be anticipated to have a material adverse impact on the Seller’s or any of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellersits Subsidiaries’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case use of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Avon Products Inc)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which The Willtek Group does not own any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(bSchedule 3.15(b) sets forth a description of all of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property currently leased or subleased subleased, licensed or otherwise occupied by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Willtek Group (“Leased Real Property. To the extent as are in any of the Sellers’ possession”).
(c) The Willtek Group has delivered or made available to Buyers or Parent, the Sellers have delivered to the Purchaser true correct and complete copies of the leases and subleases in effect at leases, subleases, licenses or occupancy arrangements (the date hereof (including all amendments thereto and assignments in respect thereof“Real Property Agreements”) relating to the Leased Real PropertyProperty listed in Schedule 3.15(b) (as amended to date), including all relevant notices or other correspondence relating to any renewals or option exercises, which Real Property Agreements have not been amended or modified since the amendments furnished. With respect to each Real Property Agreement listed on Schedule 3.15(b):
(i) Willtek or a Willtek Subsidiary is the lawful tenant, subtenant or licensee of record and enjoys quiet possession under all such Real Property Agreements;
(ii) each such Real Property Agreement will continue to be valid, legally binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, subject to any required consent to assignment to Buyers having been received and assuming that any of Parent and the Buyers will, as of the Closing Date, qualify and otherwise meet the requirements to be the assignee of the tenant’s interest under any Real Property Agreement upon the terms and subject to the conditions thereof, whether on account of a minimum net worth requirement or otherwise;
(iii) all of the terms and conditions of each Real Property Agreement have been observed or performed by the Willtek Group in all material respects, and there neither the Willtek Group, nor to the Knowledge of Seller, any other party to any such Real Property Agreement is in breach or default, and no event has occurred which, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification, or acceleration hereunder;
(iv) the Willtek Group has not been assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any sublease or assignment entered into by interest in any of the Sellers in respect of the leases and subleases relating to the Leased Real Property;
(v) all facilities leased, subleased or licensed pursuant to each Real Property Agreement have received all material approvals of Governmental Authorities required in connection with the operation thereof and have been operated and maintained by the Willtek Group in all material respects in accordance with applicable Law;
(vi) all facilities leased, subleased or licensed pursuant to the Real Property Agreements are supplied with utilities and other services necessary for the operation of said facilities; and
(vii) except as set forth on Schedule 3.15 (c)(vii), there is no Liability greater than $1,000 under any Real Property Agreement for dilapidations or otherwise to restore the Leased Real Property at the end of the term of such Real Property Agreement.
(d) There are no structural, electrical, mechanical, plumbing, roof, paving or other defects in any improvements located on the Leased Real Property that adversely affect in any material respect the operations of the Business at such property.
(e) All of the Leased Real Property, as described in the Real Property Agreements, is occupied solely by the Willtek Group and is being used exclusively for, and in connection with, the Business. To Sellers’ Knowledge, each lease and sublease in respect None of the Leased Real Property is subject to any agreement, arrangement or understanding for its use by any Person other than Seller.
(f) All improvements located at or comprising the Leased Real Property are in a valid lease or sublease good state of maintenance and Sellers have received no written notice of default except as disclosed repair and in Section 3.09(b) a condition adequate and reasonably suitable for the conduct therein of the Sellers’ Disclosure ScheduleBusiness as it is conducted currently. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect All of the Leased Real Property exists and has not been drawn upon maintained by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into Willtek Group in compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair all applicable Laws and the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyAgreements.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Wireless Telecom Group Inc), Asset Purchase Agreement (Wireless Telecom Group Inc)
Real Property. (ai) Section 3.09(aThe Company, the Operating Partnership or the Subsidiaries have fee simple title (or in the case of ground leases, a valid leasehold interest) to all of the Sellers’ real properties described in the General Disclosure Schedule lists the street address, legal description where appropriate Package as owned or leased by them and the current owner improvements (exclusive of improvements owned by tenants or by landlords, if applicable) located thereon (collectively, the “Properties”), in each parcel case, free and clear of real property all liens, encumbrances, claims, security interests, restrictions and defects, except such as are disclosed in which the General Disclosure Package or as an exception to the title insurance reports furnished by the Company to counsel for the Managers, the Forward Purchasers and the Forward Sellers or do not materially adversely affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company, the Operating Partnership or any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcelSubsidiaries; (ii) except as otherwise set forth in or described in the General Disclosure Package, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the Company, the Operating Partnership or any of the Subsidiaries and such mortgages and deeds of trust are not cross-defaulted with any loan not made to, or cross-collateralized to any property not owned directly or indirectly by, the Company, the Operating Partnership or any of the Subsidiaries; (iii) except as otherwise set forth in or described in the General Disclosure Package, none of the Company, the Operating Partnership or any of the Subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof which if consummated would reasonably be expected to have a Material Adverse Effect, and none of the Company, the Operating Partnership or any of the Subsidiaries knows of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business; (iv) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent as are disclosed in the General Disclosure Package and except for such failures to comply that would not individually or in the aggregate reasonably be expected to materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of the Properties by the Company, the Operating Partnership or any of the Sellers’ possessionSubsidiaries; (v) the Company, the Sellers have made available Operating Partnership or a Subsidiary has obtained title insurance on the fee interests in each of the Properties, in an amount that is commercially reasonable for each Property, but at least equal to the Purchaser copies original purchase price of each deed for each parcel such Property, and all such policies of Owned Real Propertyinsurance are in full force and effect; and (iiivi) all buildings situated on except as otherwise described in the Owned Real Property form a part General Disclosure Package, none of the Owned Real Property and are owned by Company, the Sellers. No Seller has received notice Operating Partnership, any of the Subsidiaries or, to the best knowledge of the Transaction Entities, any tenant of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so Properties is in default under (x) any space lease (as to affect lessor or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenantlessee, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in ) relating to any of the Sellers’ possessionProperties, (y) any of the Sellers mortgages or other security documents or other agreements encumbering or otherwise recorded against the Properties, or (z) any ground lease, sublease or operating sublease relating to any of the Properties, and neither the Company nor the Operating Partnership knows of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such documents or agreements, except with respect to (x), (y) and (z) immediately above any such default that would not have delivered to a Material Adverse Effect; and (vii) except as otherwise described in the Purchaser true and complete copies General Disclosure Package or would not, singly or in the aggregate, have a Material Adverse Effect, no tenant under any of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating Properties has a right of first refusal to purchase the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Propertypremises demised under such lease. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ KnowledgeThe Company, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property Operating Partnership and the Leased Real Property constitute all of Subsidiaries do not own or control, directly or indirectly any other fee interest in material real property, other than the real property used described in the conduct of the BusinessGeneral Disclosure Package.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Equity Distribution Agreement (Piedmont Office Realty Trust, Inc.), Equity Distribution Agreement (Piedmont Office Realty Trust, Inc.)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate Seller and the current owner of each parcel of Company do not own any real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(bPart 2.14(b) of the Sellers’ Disclosure Schedule lists Letter sets forth each (i) parcel of real property leased by the street address Company, and legal description where appropriate of (ii) each parcel of real property leased by the Seller or subleased by any Affiliate of the Seller as tenant or subtenant, as the case may be, which that is used in or held for use primarily in the conduct of the BusinessBusiness as currently conducted (together with all rights, title and interest of Seller or such Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the identity of the lessee of each such parcel of “Leased Real Property. To the extent as are in any of the Sellers’ possession”), the Sellers have delivered to the Purchaser and a true and complete copies list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease:
(i) Except as disclosed on Part 2.14(b)(i) of the leases Disclosure Letter, Seller, Company or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof;
(ii) Seller, Company or any Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property;
(iii) The loan made to the Company for the Company’s fit-out and subleases development in effect at the date hereof amount of CHF 1,000,000 by the landlord under that certain Lease agreement between ▇▇▇▇▇▇▇▇ Grundstucke and the Company dated 13 June 1997, as amended has been repaid in full.
(including all amendments thereto and assignments in respect thereofc) relating to Neither Seller nor Company nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, and there has not been any sublease (ii) existing, pending or assignment entered into by any of the Sellers in respect of the leases and subleases relating to threatened condemnation proceedings affecting the Leased Real Property. To Sellers’ Knowledge, each lease and sublease or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect of the ability to operate the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of currently operated. Neither the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of whole nor any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use portion of any Leased Real Property has been materially damaged or destroyed by the Business for the purposes for which it is currently usedfire or other casualty since April 28, 2010. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of All improvements on the Leased Real Property, valid including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and binding leasehold interests Orders. The Company owns and has full legal title to the assets located in all of their respective material assetsthe Leased Real Property in the Zurich premises, including installations made by the Company, free and clear of any Liens, except, in each case, for Permitted all Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Share and Asset Purchase Agreement (Oclaro, Inc.), Share and Asset Purchase Agreement (Ii-Vi Inc)
Real Property. (a) Section 3.09(a) All Leases and other agreements that are included in the Assets pursuant to which Seller leases or otherwise occupies real property as a tenant, are set forth in Schedule 2.1(a)-1 and all Subleases and other agreements that are included in the Assets pursuant to which Seller subleases any real property as lessor or sublessor are set forth on Schedule 2.1(a)-2. True copies of the Sellers’ Disclosure Leases and Subleases have previously been delivered to Buyer or will be delivered to Buyer within 2 Business Days after the date hereof. With respect to each Lease and Sublease, except as set forth in Schedule lists the street address3.10(a), legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Lease and Sublease may be assigned by Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; Buyer, (ii) each Lease and Sublease is in full force and effect and constitutes a valid and binding obligation of Seller and, to Seller's Knowledge, the other parties thereto, (iii) Seller has not received any notice from the other party to any Lease or Sublease of the termination thereof, (iv) there is no material default or event which, with notice or lapse of time or both, would constitute a material default on the part of Seller (or, to Seller's Knowledge, on the part of any other party thereto) and (v) subject to the extent as are in any receipt of applicable Required Consents, Seller has, and immediately after the Sellers’ possessionClosing Retail Sub will have, the Sellers have made available good title to the Purchaser copies of each deed for leasehold estates in each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Leased Real Property form that is the subject of each such Lease, free and clear of any Lien, except for Permitted Liens and Liens created by, or arising as a part result of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice ownership of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyAssets by, Retail Sub.
(b) Section 3.09(b) Schedule 2.1(a)-3 contains an accurate and complete list of all real property owned by Seller and used primarily in, or necessary to the operation of, the Business as currently conducted (other than the Excluded Assets). Legal descriptions of the Sellers’ Disclosure Schedule lists Real Properties, to the street address and legal description where appropriate of each parcel of real property leased or subleased by any extent available, will be delivered to Buyer within ten Business Days after the date hereof. Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Businesshas, and immediately after the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possessionClosing Retail Sub will have, the Sellers have delivered good, fee simple title to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Owned Real Property is a valid lease or sublease free and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice clear of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business Liens, except for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyPermitted Liens.
(c) The Owned Real Property and the Leased Real Property constitute all As of the real property used in the conduct date hereof, except as set forth on Schedule 3.10(c), there is no pending or, to Seller's Knowledge, threatened condemnation, expropriation, eminent domain or similar proceeding affecting all or any part of the BusinessPremises, and Seller has not received any written notice of any of the same.
(d) Except as set forth in Section 3.09(d) would not materially impair the operation of the Sellers’ Disclosure Scheduleany Retail Store, Sellers have (i) all Premises and all buildings, structures, fixtures and improvements thereon conform, including usage by Seller, with all applicable contractual requirements and building, zoning, subdivision, land use, fire and other Laws pertaining to or affecting real property, (ii) there are no persons in possession of any of the case Real Property other than Seller and other than tenants under the Subleases, (iii) no building or other improvement which is part of Owned any of the Real Property encroaches, in any respect, upon any property owned by any adjacent landowner or upon any real property interest held by any other person with respect to any of the Real Property (including easements on the Real Property) or upon any setback lines or similar restrictions and no asset of any other person encroaches upon the Real Property, good (iv) all water, sewer, gas, electricity, telephone and valid title toother utilities serving the Real Property are supplied directly to the Real Property by facilities of public utilities and are adequate for the conduct of the Business and (v) each parcel of Real Property abuts on and has direct vehicular access to a public road, or has limited access to a public road via a permanent irrevocable, appurtenant easement benefitting such parcel, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller access to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned such Real Property or leases or subleases relating to the Leased Real Propertyis provided by paved public rights-of-way with adequate curb cuts available.
Appears in 2 contracts
Sources: Asset Contribution and Recapitalization Agreement (Clark Refining & Marketing Inc), Asset Contribution and Recapitalization Agreement (Clark Usa Inc /De/)
Real Property. (a) Section 3.09(a) of Neither the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which Company nor any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in Company Subsidiaries owns any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyreal property.
(b) Section 3.09(b4.24(b) of the Sellers’ Company Disclosure Schedule lists Letter sets forth, as of the street address date of this Agreement, a true, correct and legal description where appropriate complete list of each parcel of all real property leased leased, subleased, licensed or subleased otherwise occupied by any Seller as tenant the Company or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possessionCompany Subsidiaries and the address thereof (each, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereofa “Leased Property”) relating to the Leased Real Propertyand, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or material Leased Property, each lease, sublease, as applicable. No Seller has received notice of license, sublicense or other occupancy agreement, in each case, including all amendments, renewals, and guarantees thereto, demising any pending condemnation proceeding such Leased Property to the Company or any threatened condemnation that would preclude or impair the use of any Company Subsidiary (each, a “Lease Agreement”). The Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute constitutes all of the real property used by the Company. Each Lease Agreement is in full force and effect, and except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have Acquired Companies (i) hold a valid and existing leasehold interest in the case of Owned Real Property, each Leased Property and (ii) hold good and valid title toto all material tangible properties and assets, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assetseach case, free and clear of all Liens other than Permitted Liens.
(c) With respect to each Leased Property, neither the Company nor any Liensof the Company Subsidiaries has subleased, licensed, sublicensed or otherwise granted anyone a right to use or occupy such Leased Property or any portion thereof, or otherwise assigned, pledged, hypothecated, mortgaged or otherwise transferred any lease, sublease, license, sublicense or other interest therein, except, in each case, for Permitted Encumbrancesas has not had, and would not reasonably be expected to have, a Company Material Adverse Effect.
(ed) Except as set forth in Section 3.09(e) of Neither the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in Company nor any of the Owned Real Property or leases or subleases relating Company Subsidiaries nor, to the Leased Real PropertyCompany’s Knowledge, any other party thereto is in material breach of, or is in violation or default under any Lease Agreement and no event has occurred that, with notice or lapse of time or both, would constitute such a material breach, violation or default by the Company or any of the Company Subsidiaries or, to the Company’s Knowledge, any other party thereto.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.), Merger Agreement (Portola Pharmaceuticals Inc)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of The Company owns no real property in which and has no interest of any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are type in any of real property other than the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyLeases.
(b) Section 3.09(bSchedule 3.13(b) of the Sellers’ Disclosure Schedule lists the street address describes each Leased Real Property and legal description where appropriate of each parcel lease of real property leased property, for office use or subleased by otherwise, written or unwritten, to which the Company is a party or is in any Seller as tenant way bond or subtenantobligated (collectively, as the case may be“Leases”). Other than the Leases, there are no other leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Company holds any Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser Buyer a true and complete copies copy of each Lease. With respect to each Lease:
(i) such Lease is valid, binding, enforceable and in full force and effect, and the leases Company enjoys peaceful and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to undisturbed possession of the Leased Real Property;
(ii) the Company is not in breach or default under such Lease, and there no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and the Company has paid all rent due and payable under such Lease;
(iii) the Company has not been received nor given any sublease notice of any default or assignment entered into event that with notice or lapse of time, or both, would constitute a default by any of the Sellers in respect of the leases and subleases relating Company under such Lease and, to the Leased Real Property. To Sellers’ KnowledgeKnowledge of any Seller, each lease no other party is in default thereof, and sublease in no party to such Lease has exercised any termination rights with respect of thereto;
(iv) the Company has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(bany portion thereof; and
(v) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property Company has not been drawn upon by the relevant landlord pledged, mortgaged or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of otherwise granted a Lien on its leasehold interest in any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Company has not received any written notice of (i) material violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to materially and adversely affect the ability to operate the Leased Real Property constitute all as currently operated. Neither the whole nor any material portion of the real property used in the conduct of the Businessany Leased Real Property has been damaged or destroyed by fire or other casualty.
(d) Except as set forth in Section 3.09(d) The Leased Real Property is sufficient for the continued conduct of the Sellers’ Disclosure Schedule, Sellers have (i) Business after the Closing in substantially the case of Owned Real Property, good same manner as conducted prior to the Closing and valid title to, and (ii) in the case constitutes all of the Leased Real Property, valid office and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrancesother space necessary to conduct the Business as currently conducted.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc), Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (Sirona or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenantSubsidiaries, as the case may be, which is used in or held for use in the conduct of the Businessholds good, valid and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered marketable fee title to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Sirona Owned Real Property, free and there clear of all Liens, except for Permitted Liens.
(b) Sirona or its Subsidiaries, as the case may be, has not been any sublease a valid and subsisting leasehold or assignment entered into by any of subleasehold interest in the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Sirona Leased Real Property is a valid lease or sublease free and Sellers have received no written notice clear of default all Liens, except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyPermitted Liens.
(c) The Sirona Owned Real Property and the Sirona Leased Real Property constitute are referred to collectively herein as the “Sirona Real Property.” The Sirona Real Property constitutes all of the real property used in necessary for the conduct of the Business.
(d) business of Sirona and its Subsidiaries, taken as a whole, as currently conducted. Except as set forth has not had and would not reasonably be expected to have, individually or in Section 3.09(d) the aggregate, a Sirona Material Adverse Effect, neither Sirona nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to Sirona’s Knowledge there are no such Proceedings threatened, affecting any portion of the Sellers’ Disclosure ScheduleSirona Real Property and neither Sirona nor any of its Subsidiaries has received written notice of the existence of any Order or of any pending Proceeding relating to the ownership, Sellers have (i) in lease, use, occupancy or operation by any Person of the case of Owned Sirona Real Property. Neither Sirona nor any of its Subsidiaries has leased, good and valid title tosubleased, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options licensed or rights of first offer or rights of first refusal or similar rights or options have been otherwise granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases a material right to (i) purchase, lease use or otherwise acquire any interest in occupy any of the Owned Sirona Real Property or leases any material portion thereof. Neither Sirona nor any of its Subsidiaries has granted any option or subleases relating other right to any third party to purchase any of the Leased material Sirona Real PropertyProperty or any material portion thereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Sirona Material Adverse Effect, each Sirona Real Property and all buildings and improvements located on the Sirona Real Property are in a state of good operating condition, subject to reasonable wear and tear.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Dentsply International Inc /De/), Merger Agreement (Sirona Dental Systems, Inc.)
Real Property. (ai) Section 3.09(a) To RSVP’s knowledge, except as set forth in the Registration Statement, neither RSVP nor any of the Sellers’ Disclosure RSVP Student Housing Entities has given or received any notice of any uncured default with respect to any material agreement affecting the RSVP Properties which would have a Material Adverse Effect, and, no event has occurred or is threatened, which through the passage of time or the giving of notice, or both, would constitute a material default thereunder or would cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any RSVP Property, except for Permitted Liens or such Liens that would not have, or reasonably be expected to have, a Material Adverse Effect.
(ii) To RSVP’s knowledge each RSVP Student Housing Entity identified on Schedule lists IV as owning an underlying Property has insurable fee simple or ground lease title to such Property.
(iii) To RSVP’s knowledge, there is no existing, proposed or threatened condemnation, eminent domain or similar proceeding, or private purchase in lieu of such a proceeding, which would affect all or any portion of the street address, legal description where appropriate and RSVP Properties in any material respect.
(iv) The ground leases referenced in the current owner of each parcel of real property Registration Statement (the “Ground Leases”) are the only ground leases in which any of the Sellers has fee title (RSVP Student Housing Entities holds an interest as lessee or equivalent) interest tenant. To RSVP’s knowledge, such Ground Leases are in full force and which is used in or held for use effect, except as indicated otherwise in the conduct of the Business. Except as described Registration Statement or in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) any estoppel certificate made available or delivered to the extent as are in Company Entities prior to the Closing. To RSVP’s knowledge, neither RSVP nor the RSVP Student Housing Entities have received any written notice from any ground lessor under any of the Sellers’ possession, Ground Leases alleging the Sellers have made available to the Purchaser copies existence of each deed for each parcel of Owned Real Property; and (iii) all buildings situated any default on the Owned Real Property form a part of RSVP or the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real PropertyRSVP Student Housing Entities thereunder. To the extent as are in RSVP’s knowledge, no ground lessor under any of the Sellers’ possessionGround Leases is in default or is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings. To RSVP’s knowledge, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by neither RSVP nor any of the Sellers RSVP Student Housing Entities are in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicableunder any Ground Lease, and no additional monies are required to bring event has occurred which with the security deposits into compliance with respect to each such lease passage of time or sublease, as applicable. No Seller has received the giving of notice of (or both) would constitute a default under any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyGround Lease.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Contribution Agreement (American Campus Communities Inc), Contribution Agreement (American Campus Communities Inc)
Real Property. (a) Section 3.09(a) of Except as set forth in Schedule 3.12(a), the Sellers’ Disclosure Schedule lists Business Real Property constitutes all the street address, legal description where appropriate and the current owner of each parcel of real property in which owned or leased by Seller or any of the Sellers has fee title (or equivalent) interest and which its Subsidiaries that is used in or held for use primarily in the conduct of the Business. Except Business as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyconducted.
(b) Section 3.09(b) Seller or the applicable Subsidiary of Seller has good title to or, in the case of the Sellers’ Disclosure Schedule lists Leased Real Property, valid leasehold interests in, all of its respective material Owned Real Property and its respective material Leased Real Property (in each case other than those assets and interests disposed of since the street address date hereof in the ordinary course of business consistent with past practice), free and legal description where appropriate clear of each parcel of any Liens other than Permitted Liens. Seller and its Subsidiaries are not a party to any Contract (including without limitation any Contract to purchase or lease any real property leased or subleased by any Seller as tenant or subtenant, as the case may beinterest therein), which as of the date hereof or as of the Closing Date is intended to be used in the operation of, the Business. Other than the rights of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or held for use in the conduct rights of first refusal to purchase any Owned Real Property or any interest therein.
(c) Seller has made available to Buyer a true and correct copy of the Business, and the identity of the lessee of Lease for each such parcel of Leased Real Property. To the extent knowledge of Seller, (i) each such Lease (together with any amendment thereto) is valid and in full force and effect, is unmodified and represents the entire agreement between Seller or the applicable Subsidiary of Seller and the applicable lessor, (ii) neither Seller or the applicable Subsidiary of Seller nor any other party to such Lease is in default of its obligations under any such Leases, except for such defaults as are would not reasonably be expected to, individually or in any of the Sellers’ possessionaggregate, have a Material Adverse Effect, (iii) Seller’s or the Sellers have delivered to the Purchaser true applicable Seller Subsidiary’s possession and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect quiet enjoyment of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property under such Lease has not been drawn upon by the relevant landlord or sublandlord, as applicabledisturbed, and to Seller’s knowledge without independent inquiry there are no additional monies are required to bring the security deposits into compliance disputes with respect to each such lease Lease, except for such disturbances or subleasedisputes that would not reasonably be expected, as applicable. No individually or in the aggregate, to have a Material Adverse Effect, (iv) the other party to such Lease is not an affiliate of, Seller or any of its Subsidiaries, and (v) Seller or the applicable Subsidiary of Seller has received notice of not collaterally assigned or granted any pending condemnation proceeding other security interest in such Lease or any threatened condemnation interest therein other than such collateral assignments or security interests that would preclude constitute Permitted Liens and will be removed or impair terminated prior to the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the BusinessClosing Date.
(d) Except as set forth in Section 3.09(d) Schedule 3.12(d), Seller has not leased, subleased, licensed or otherwise granted to any Person the right to use or occupy any portion of the Sellers’ Disclosure ScheduleBusiness Real Property and, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any except for Permitted Liens, except, no Person other than Seller or its Subsidiaries (including the Purchased Subsidiary Companies) has the right to use the Business Real Property and there are no shared facilities or services at the Business Real Property which are used in each case, for Permitted Encumbrancesconnection with any Retained Business.
(e) Except as set forth in Section 3.09(e) Schedule 3.12(e), to the knowledge of Seller, there are no pending or threatened, in writing, condemnation proceedings with respect to any of the Sellers’ Disclosure ScheduleBusiness Real Property that would materially affect the use, operation and/or maintenance thereof as the same are now being used, operated and/or maintained.
(f) Seller or the applicable Subsidiary of Seller has good and marketable title to the Owned Ground Lease Improvements, free and clear of any Liens, except Permitted Liens, and other than the right of Buyer pursuant to this Agreement, there are no options or outstanding options, rights of first offer or rights of first refusal to purchase any Owned Ground Lease Improvements or similar rights or options have been granted by any Seller to any Person interest therein.
(other than g) Except as set forth in Schedule 3.12(g), the Purchaser) that are enforceable despite the continuation Business Real Property comprises all of the Bankruptcy Cases real property used or intended to (i) purchasebe used in, lease or otherwise acquire any interest in any of related to, the Owned Real Property or leases or subleases relating to the Leased Real PropertyBusiness.
Appears in 2 contracts
Sources: Asset and Stock Purchase Agreement (Darden Restaurants Inc), Asset and Stock Purchase Agreement (Darden Restaurants Inc)
Real Property. (a) Section 3.09(aSchedule 5.10(a) sets forth a complete list of (i) all material real property and interests in real property relating to or used in connection with the Sellers’ Disclosure Schedule lists Business that are owned by Seller, the street addressSelling Affiliate or the Company (individually, legal description where appropriate an “Owned Property” and, collectively, the “Owned Properties”), and the current owner of each parcel (ii) all leases of real property in which any of the Sellers has fee title (relating to or equivalent) interest and which is used in connection with the Business to which Seller, the Selling Affiliate or held for use the Company is a party involving annual payments in the conduct excess of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) US$500,000 or which are otherwise material to the extent as are in any of the Sellers’ possessionBusiness (including, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice avoidance of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by doubt, any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of offsite storage facilities currently used in connection with the leases and subleases relating to the Leased Real Property. To Sellers’ KnowledgeBusiness) (individually, each lease and sublease in respect of the Leased a “Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ KnowledgeLease” and, collectively, the security deposit required pursuant to each lease and sublease in respect of the Leased “Real Property has not been drawn upon by Leases” and, together with the relevant landlord or sublandlordOwned Properties, referred to herein individually as applicable, a “Seller Property” and no additional monies are required to bring collectively as the security deposits into compliance with respect to each such lease or sublease, as applicable“Seller Properties”). No The Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute Properties comprise all of the real property used in connection with the conduct operation of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule. With respect to each Owned Property, Sellers have (i) in Seller, the case of Owned Real Property, Company or the Selling Affiliate has good and valid indefeasible fee simple title to, and (ii) in the case of the Leased Real to such Owned Property, valid and binding leasehold interests in all of their respective material assets, free and clear of all Liens of any nature whatsoever other than Permitted Liens, except, in each case, for Permitted Encumbrances.
(eii) Except except as set forth in Section 3.09(e) on Schedule 5.10(a), none of the Sellers’ Disclosure ScheduleSeller, no options the Company or the Selling Affiliate has leased or otherwise granted to any Person the right to use or occupy such Owned Property or any portion thereof and (iii) other than the rights of Purchaser pursuant to this Agreement, none of the Seller, the Selling Affiliate or the Company has granted any, and to the Knowledge of Seller there are no, outstanding options, rights of first offer or rights of first refusal to purchase such Owned Property or similar rights any portion thereof or options have been granted by any Seller to any Person (other than interest therein. To the Purchaser) that are enforceable despite the continuation Knowledge of Seller, none of the Bankruptcy Cases to (i) purchaseSeller, lease the Company or otherwise acquire the Selling Affiliate has received any interest in written notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller, the Company or the Selling Affiliate under any of the Owned Real Property Leases, which default or leases or subleases relating to the Leased Real Propertyevent has not been cured.
Appears in 2 contracts
Sources: Sale and Purchase Agreement, Sale and Purchase Agreement (Cabot Corp)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of STFC does not own any real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyproperty.
(b) Section 3.09(b5.23(b) of the Sellers’ STFC Disclosure Schedule lists the street address and legal description where appropriate Letter sets forth a list of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property leased, licensed, subleased or otherwise used in the conduct or occupied by STFC and its Subsidiaries as of the Business.
date hereof (d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the “STFC Leased Real Property, ”). STFC and its Subsidiaries have a valid and binding enforceable leasehold interests interest in all of their respective material assetsleases, subleases, licenses and occupancy agreements, as the same may have been amended, supplemented or otherwise modified from time to time (the “STFC Leases”), free and clear of any all subtenancies and other occupancy rights and Liens, exceptwith respect to the STFC Leased Real Property. With respect to the STFC Leases, neither STFC nor any of its Subsidiaries are in breach thereof or default thereunder and there does not exist under any STFC Lease any event which, with or without the giving of notice or the lapse of time or both, would constitute such a breach or default by STFC or its Subsidiaries, except for such breaches and defaults as to which requisite waivers or consents have been obtained or which would not have a STFC Material Adverse Effect.
(i) No action, suit, investigation, arbitration, or administrative or other proceeding is pending or, to the Knowledge of STFC, threatened that would reasonably be expected to curtail or interfere with the current use and operation of any STFC Leased Real Property in any material respect, (ii) all Permits have been obtained which are required by Law for the current uses of all STFC Leased Real Property for the conduct of business as currently conducted and as planned to be conducted as of the date of this Agreement, and (iii) STFC has no Knowledge and has not received any written notice of a violation applicable to any building, zoning, health or other Law, contractual restriction or covenant or easements in respect of the use or occupation of the property and improvements subject to any STFC Lease for the conduct of business as currently conducted or as planned to be conducted as of the date of this Agreement, in each case, for Permitted Encumbranceswhich would have a STFC Material Adverse Effect.
(ei) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure ScheduleThere are no condemnation, no options or rights of first offer or rights of first refusal eminent domain or similar rights or options have been granted by proceedings affecting any Seller to any Person (other than the Purchaser) STFC Leased Real Property that are enforceable despite currently pending or, to the continuation Knowledge of STFC, threatened and (ii) to the Bankruptcy Cases to (i) purchaseKnowledge of STFC, lease or otherwise acquire any interest in any of the Owned buildings, structures and material fixtures located upon the STFC Leased Real Property or leases or subleases relating are, in all material respects, in good repair, working order and condition, and free from any known defects (subject to normal wear and tear) and, in the Leased Real Propertycase of buildings and other structures, are structurally sound.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement
Real Property. (a) Section 3.09(a) of Neither the Sellers’ Disclosure Schedule lists Sellers nor the street addressSold Companies own, legal description where appropriate and the current owner of each parcel of lease or sublease, occupy or otherwise hold any real property in which any of the Sellers has fee title (or equivalent) interest and which is interests therein primarily used in or primarily held for use in the conduct Business as of the Business. Except as described in Section 3.09(a) date of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possessionthis Agreement, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of other than the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address The Sellers or Sold Companies own and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used have good and marketable title in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true Owned Real Property and complete copies of all the leases buildings, structures and subleases in effect at the date hereof (including all amendments thereto other improvements located thereon and assignments in respect thereof) relating to the Leased Real Propertyfixtures attached thereto. Except as set forth on Schedule 3.20(b), and there has not been any sublease are no leases, subleases, licenses, concessions, or assignment other agreements entered into by any of the Sellers in respect Sold Companies or the Asset Sellers, granting to any Person or Persons the right of the leases and subleases relating use or occupancy to the Leased any portion of any of such Owned Real Property. To Sellers’ Knowledge, each lease The Sold Companies and sublease in respect of the Leased Real Property is a valid lease or sublease and Asset Sellers have not received no any written notice of default except as disclosed any pending, and to the Knowledge of Seller Parent, any threatened, condemnation, eminent domain or similar proceeding that in Section 3.09(b) any such case would materially affect the conduct of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, Business as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyconducted.
(c) The Owned Real Property Except as provided in Schedule 3.20(c), (i) the Sellers and the Sold Companies have good, valid and enforceable leasehold title to all Leased Real Property Property, in each case, free and clear of all Encumbrances, except Permitted Encumbrances; (ii) to the Knowledge of Seller Parent, the applicable Real Estate Lease is in full force and effect, (iii) to the Knowledge of Seller Parent, such Seller or Sold Company is not in material breach or default, and no event has occurred which, with notice or lapse of time, has had or would constitute all of the real property used in such a material breach or default or permit termination, modification or acceleration under a Real Estate Lease, which termination, modification or acceleration would reasonably be expected to materially affect the conduct of the Business as currently conducted or (iv) such Seller or Sold Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof except in the Ordinary Course of Business.
(d) Except as set forth in Section 3.09(dSchedule 3.20(d) identifies all mortgages, deeds of trust and other Encumbrances (other than Permitted Encumbrances and Encumbrances that will either be discharged on or prior to Closing or for which binding undertakings to discharge with effect from the Closing will be delivered on or prior to Closing) upon Owned Real Property and Leased Real Property of any of the Sellers’ Disclosure Schedule, Sellers have (i) Seller or Sold Company which fully or partially secure indebtedness for money borrowed in a principal amount that individually or in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrancesaggregate exceeds $250,000.
(e) Except as would not reasonably be expected to have a Company Material Adverse Effect or as set forth in Section 3.09(e) of on Schedule 3.20(c), with respect to the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to Real Property:
(i) purchase, lease Seller Parent has delivered to Buyer complete and accurate copies of each of the leases to be assigned to and assumed by Buyer in the Assignment and Assumption of Real Estate Leases and any documents or otherwise acquire any interest in instruments affecting the rights or obligations of any of the Owned parties thereto;
(ii) There is no pending or, to the Knowledge of Seller Parent, threatened or contemplated, appropriation, condemnation or like proceeding affecting the Real Property or leases any part thereof or subleases relating of any sale or other disposition of the Real Property or any part thereof in lieu of condemnation;
(iii) No Seller or Sold Company has received written notice that it is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Real Property;
(iv) each facility (including all buildings, structures and improvements) included in the Acquired Assets is suitable in all material respects for its current use, operation and occupancy;
(v) the ownership, occupancy, use and operation of the Real Property, or any portion thereof and the improvements erected thereon, (A) to the Leased Knowledge of Seller Parent, complies in all material respects with all applicable Laws, and (B) does not violate or conflict with (x) any covenants, conditions or restrictions applicable thereto or (y) the terms and provisions of any instrument of record or contractual obligations relating thereto, except to the extent, in the case of both clause (A) and (B), it shall not have a Company Material Adverse Effect; and
(vi) none of the Real PropertyProperty has suffered any material damage by fire or other casualty which has not heretofore been (or at Closing shall have been) repaired and restored in all material respects, except for damages that would not, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 2 contracts
Sources: Asset and Stock Purchase Agreement (Bucyrus International Inc), Asset and Stock Purchase Agreement (Terex Corp)
Real Property. (a) Section 3.09(a) of Except as set forth on Schedule 5.24, the Sellers’ Disclosure Schedule lists Company does not own, or otherwise have an interest in, any Real Property, including under any Real Property lease, sublease, space sharing, license or other occupancy agreement. The Lease is the street address, legal description where appropriate and only Contract pursuant to which the current owner of each parcel of Company leases any real property or right in which any of the Sellers Real Property. The Company has fee good, valid and subsisting title (or equivalent) interest and which is used in or held for use to its respective leasehold estates in the conduct offices described on Schedule 5.24, free and clear of all Liens. The Company has not breached or violated any local zoning ordinance, and no notice from any Person has been received by the Business. Except as described in Section 3.09(aCompany or served upon the Company claiming any violation of any local zoning ordinance.
(b) of With respect to the Sellers’ Disclosure ScheduleLease: (i) each Seller listed it is valid, binding and in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good full force and valid title in fee simple to such parceleffect; (ii) all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) the Company has been in peaceable possession of the premises leased thereunder since the commencement of the original term thereof; (iv) no waiver, indulgence or postponement of the Company’s obligations thereunder has been granted by the lessor; (v) there exist no default or event of default thereunder by the Company or, to the extent as are in Company’s Knowledge, by any other party thereto; (vi) there exists no occurrence, condition or act which, with the giving of the Sellers’ possessionnotice, the Sellers have made available to lapse of time or the Purchaser copies happening of each deed for each parcel any further event or condition, would become a default or event of Owned Real Propertydefault by the Company thereunder; and (iiivii) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. The Company holds the leasehold estate established under the Lease free and clear of all buildings situated on Liens, except for Liens of mortgagees of the Owned Real Property form a part of the Owned on which such leasehold estate is located. The Real Property and are owned leased by the Sellers. No Seller has received notice Company is in a state of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business maintenance and repair in all material respects adequate and suitable for the purposes for which it is currently presently being used, and there are no material repair or restoration works likely to be required in connection with such leased Real Property. No Seller has received notice The Company is in physical possession and actual and exclusive occupation of the applicable Governmental Authority altering its zoning Laws so as whole of the leased premises, none of which is subleased or assigned to affect or potentially affect another Person. The Lease leases all useable square footage of the Leased premises located at the leased Real Property. The Company does not owe any brokerage commission with respect to any Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Merger Agreement (Gemini Therapeutics, Inc. /DE), Merger Agreement (FS Development Corp.)
Real Property. (a) Section 3.09(aSchedule 3.12(a) of the Sellers’ Disclosure Schedule Schedules lists the street address, legal description where appropriate and the current owner address of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Leased Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned that is currently leased by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee lessor of each such parcel of Leased Real Property. To the extent as are The Seller has a valid leasehold estate in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, free and there has not been any sublease or assignment entered into by any clear of the Sellers in respect of the all Encumbrances, other than Permitted Encumbrances. All leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease are in full force and Sellers have effect, the Seller has not received no any written notice of a breach of default thereunder, and to the Knowledge of the Seller, no event has occurred that, with notice or lapse of time or both, would constitute a breach or default thereunder, except for any such breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have Material Adverse Effect.
(b) The Seller has good and marketable fee simple title to each parcel of Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. As of the Closing, except as disclosed in Section 3.09(bset forth on Schedule 3.12(b) of the Sellers’ Disclosure Schedule. To Sellers’ KnowledgeSchedules, the security deposit required pursuant there are no binding leases or occupancy agreements which entitle any party to each lease and sublease in respect occupy all or any portion of the Leased Owned Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicableProperty. No Seller has received notice condemnation or eminent domain proceeding is pending or, to the Knowledge of the Seller, threatened in writing, against any part of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Owned Real Property.
(c) The To the Seller’s Knowledge, none of the Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Scheduleor any improvement thereon is subject to any governmental decree or order to be sold or is being condemned, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options expropriated or rights of first offer or rights of first refusal or similar rights or options have been granted otherwise taken by any Governmental Authority with or without payment of compensation therefor, nor has the Seller received written notice that any such condemnation, expropriation or taking is currently proposed or pending. The Seller has not leased or otherwise granted to any Person (other than person the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases right to (i) purchase, lease use or otherwise acquire any interest in occupy any of the Owned Real Property or leases or subleases relating that remains in effect.
(d) To the Seller’s Knowledge, all improvements on the Owned Real Property conform in all material respects to applicable Laws and the Leased Real PropertySeller has not received any written notice of any violation of such Laws.
Appears in 2 contracts
Sources: Asset Purchase Agreement (New Media Investment Group Inc.), Asset Purchase Agreement (A. H. Belo Corp)
Real Property. (ai) Section 3.09(a3(p)(i) of the Sellers’ Disclosure Schedule lists sets forth the street address, legal address and description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the . With respect to each parcel of Owned Real Property form Property:
(A) a Seller or Target Company has good and marketable fee simple title to such Owned Real Property, free and clear of all Liens (except for Permitted Liens or Liens that will be released on or prior to the Closing, whether pursuant to the Sale Order or otherwise) as of the Closing;
(B) Other than the Third Party Leases, (i) none of Sellers or Target Companies has leased, licensed or otherwise granted to any Person the right to use or occupy all or any part of the Owned Real Property and there are owned by no Persons other than Sellers or the Sellers. No Seller has received notice Target Companies in possession of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good ;
(C) other than the rights of Buyers pursuant to this Agreement and valid title to, and (ii) in the case rights of the Leased Real PropertyTiwest Joint Venture Participants under the Tiwest Joint Venture Documents, valid none of Sellers or Target Companies is a party to any unrecorded and binding leasehold interests in all of their respective material assetsoutstanding options, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal to purchase, preferential purchase rights or similar rights rights, or options have been granted by agreement to sell, mortgage, pledge, hypothecate, lease, sublease, license, convey, alienate, transfer or otherwise dispose of, any Seller to Owned Real Property or any Person portion thereof;
(D) other than the Purchaser) that are enforceable despite the continuation rights of the Bankruptcy Cases Tiwest Joint Venture Participants under the Tiwest Joint Venture Documents, none of Sellers or Target Companies is party to any agreement or option to purchase any real property relating to the Acquired Business; and
(iE) purchaseSellers have furnished to Buyers or made available to Buyers true, correct and complete copies of all deeds, title opinions, title insurance policies and surveys in their possession that relate to the Owned Real Property. With respect to the foregoing subparagraphs (A) through (D) above, the representations and warranties with respect to the JV Owned Real Property are qualified to Sellers’ Knowledge.
(ii) Section 3(p)(ii) of the Disclosure Schedule sets forth (x) the address of each Leased Real Property, and (y) a true and complete list of all Leases and Third Party Leases. Sellers have made available to Buyers true, correct and complete copies of all Leases and Third Party Leases, as amended through the date hereof. With respect to each of the Leases and Third Party Leases, as applicable:
(A) such Lease or Third Party Lease, as applicable (1) is legal, valid, binding, enforceable, and in full force and effect as against a Seller, Tiwest or a Target Company, or to the Knowledge of Sellers with respect to the JV Leased Real Property only, against Tronox Australia the Tiwest Joint Venture Participants, as applicable, subject in each case to the application of any bankruptcy or other creditor’s rights laws; and (2) to Sellers’ Knowledge, is legal, valid, binding, enforceable, and in full force and effect as against the counterparty to such Lease or Third Party Lease (as applicable); provided that in the case of the JV Leased Real Property only, the representations and warranties contained in this item (2) of this Section 3(p)(ii)(A) are made and limited to Sellers’ Knowledge, subject in each case to the application of any bankruptcy or other creditor’s rights laws;
(B) as to the Leases, one or more of Seller, Target Company or Tiwest, or to the Knowledge of Sellers with respect to the JV Leased Real Property only, the Tiwest Joint Venture Participants, as applicable, identified as the “lessee” or “tenant” under each such Lease is the lessee thereunder or has succeeded to the rights of the lessee under such Lease and owns the leasehold interest created pursuant to such lease free and clear of all Liens, except for Permitted Liens or Liens that will be released on or prior to the Closing (whether pursuant to the Sale Order or otherwise);
(C) none of Sellers, Target Companies or Tiwest, or to the Knowledge of Sellers with respect to the JV Leased Real Property only, the Tiwest Joint Venture Participants, as applicable, is in breach or default under such Lease or Third Party Lease in any material respect and, to Sellers’ Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such breach or default under any Lease or Third Party Lease; and
(D) no Seller, nor any Target Company, nor Tiwest, nor, to Sellers’ Knowledge, with respect to the JV Leased Real Property only, any Tiwest Joint Venture Participant, has assigned, subleased, sublicensed, mortgaged, pledged or otherwise acquire encumbered or transferred its interest, if any, under any interest Lease or Third Party Lease.
(iii) To the Knowledge of Sellers, there are no pending or proposed special assessments or re-assessments of any parcel of land included in any of the Owned Real Property that could reasonably be expected to result in a material increase in the real property Taxes or leases other similar charges payable by any Seller, Target Company or subleases relating Tiwest with respect to any parcel of Owned Real Property or in the Leased Real Propertyrent, additional rent or other sums and charges payable by any Seller, Target Company or Tiwest under the Leases.
Appears in 2 contracts
Sources: Asset and Equity Purchase Agreement (Tronox Inc), Asset and Equity Purchase Agreement (Huntsman International LLC)
Real Property. (a) Section 3.09(aSchedule 2.2(a)(i) of the Sellers’ Disclosure Schedule lists the street address, sets forth a true and correct legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) Seller has on the date of the Sellers’ Disclosure Schedule lists the street address this Agreement (and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered immediately prior to the Purchaser true Effective Time will have) good and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating marketable fee simple title to the Leased Owned Real Property, Property and there has not been any sublease or assignment entered into by any of the Sellers all improvements thereon and good and valid leasehold interests in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of all improvements thereon (to the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon extent leased by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assetsSeller), free and clear of any Liens, except, all Encumbrances except Permitted Encumbrances and except as would not reasonably be expected to materially and adversely affect Buyer’s operation of the Business or use of the Purchased Assets in each case, for Permitted Encumbrances.
(e) the manner currently used. Except as set forth otherwise provided in Section 3.09(e) Schedule 2.2(a)(i), none of the Sellers’ Disclosure ScheduleOwned Real Property is leased or licensed for use by a third party. On the date of this Agreement Seller is (and immediately prior to the Effective Time, Seller will be) the owner of the material Conveyed Easements. To the Knowledge of Seller, the Conveyed Easements, together with the Owned Real Property, the Leased Real Property and all other Easements appurtenant to the Owned Real Property, constitute materially all interests in real property that are currently required for the operation of the Business. To the Knowledge of Seller, there are no options or unrecorded outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property, the Conveyed Easements, or similar rights any portion thereof or options have been granted by any Seller to any Person interest therein.
(other than the Purchaserc) that are enforceable despite the continuation All of the Bankruptcy Cases to Leases are in full force and effect and (i) purchaseSeller is not in default (and has not taken or failed to take any action which with notice, lease the passage of time, or otherwise acquire both, would constitute a default) under the terms of any interest Lease and, to the Knowledge of Seller, Seller has not received written notice of material default under any Lease which has not been cured within the applicable grace periods and (ii) to the Knowledge of Seller, no landlord is in material default under any of Lease.
(d) There is no pending condemnation, eminent domain or similar proceeding affecting the Owned Real Property or leases or subleases relating to the Leased Real PropertyProperty or any portion thereof, and, to the Seller’s Knowledge, Seller has not received any written notice that any such proceeding is contemplated. To the Knowledge of Seller, there is no pending condemnation or similar proceeding affecting any Conveyed Easement (or any portion thereof) and Seller has not received any written notice that any such proceeding is contemplated.
(e) To the Knowledge of Seller, Seller has not received any written notice of existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which would adversely affect the ability of Buyer to operate the Business as currently conducted in any material respect. As of the date hereof, neither the whole nor any material portion of the Real Property has been damaged or destroyed by fire or other casualty.
Appears in 2 contracts
Sources: Asset Purchase Agreement (SOUTHERN Co GAS), Asset Purchase Agreement (South Jersey Industries Inc)
Real Property. (a) Section 3.09(aSchedule 3.27(a) sets forth a true, correct, and complete description (including the address thereof, the applicable owner thereof, and the use thereof) of all Real Property owned by the Sellers’ Disclosure Schedule lists Target Company (the street address“Owned Real Property”). With respect to each Owned Real Property, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(athe Target Company has valid, good and marketable fee simple title to such Owned Real Property, free and clear of all Liens, except for Permitted Liens, (ii) of the Sellers’ Disclosure Schedule as Target Company has not leased, subleased, licensed or otherwise granted to any Person the owner of a parcel of right to use or occupy such Owned Real Property has good and valid title in fee simple to such parcelor any portion thereof; (iiiii) other than the right of the Acquirer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) the Target Company has not received any written notice of any, and to the extent as are in any Knowledge of the Sellers’ possessionOwners, there are no existing, pending or threatened condemnation or eminent domain proceedings relating to any portion of the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (v) to the Knowledge of the Owners, the Target Company has not breached or violated any local zoning ordinance, and no written notice from any Person has been received by the Target Company or served upon the Target Company claiming any violation of any local zoning ordinance. The Target Company is not a party to any agreement or option to purchase any Real Property or material interest therein. To the extent any are in the possession of or reasonably available to the Target Company, copies of any title insurance policies (together with copies of any documents of record listed as exceptions to the title on such policies) currently insuring each Owned Real Property and copies of the most recent surveys of the same have been made available to the Acquirer.
(b) Schedule 3.27(b) sets forth a true, correct and complete list (including the address thereof, the applicable lessee thereof, and use thereof) of all of the Real Property leased or subleased by the Target Company (the “Leased Real Property”) as well as a list of all leases, subleases, licenses, occupancy agreements or other agreements (including all amendments thereto and guaranties thereof) pursuant to which the Target Company leases or subleases any Real Property (collectively, “Leases”). True and correct copies of all such Leases have been made available to the Acquirer. With respect to each of the Leases: (i) it is a valid, legal and binding obligation of the Target Company generally enforceable in accordance with its terms against the Target Company and, to the Actual Knowledge of the Owners, each other party thereto and is in full force and effect; (ii) all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) no waiver, indulgence or postponement of the lessees’ obligations thereunder have been granted by the lessors; (iv) there exists no breach or default, or event of default, thereunder by the Target Company or, to the Actual Knowledge of the Owners, by any other party thereto, except for such breaches, defaults or events of default that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (v) there exists no occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a breach or default, or event of default, by the Target Company thereunder, except for such occurrences, conditions or acts that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (vi) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. There are (x) no written or oral subleases, concessions or other contracts granting to any Person other than the Target Company the right to use or occupy any Leased Real Property and (y) no outstanding options or rights of first refusal to purchase all buildings situated or a portion of such properties. The Target Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any Lease or interest therein; and the estate or interest created by such Lease in favor of the Target Company is free and clear of all Liens. The Target Company has not received any written notice of any, and to the Actual Knowledge of the Owners, there are no existing, pending or threatened condemnation or eminent domain proceedings relating to any portion of the Leased Real Property. The Target Company has not received any written notice from any Person that any Leased Real Property is in violation of any local zoning ordinance and to the Actual Knowledge of the Owners, no Leased Real Property violates any local zoning ordinance.
(c) The buildings, structures, improvements and fixtures located on the Owned Real Property form a part and the Leased Real Property (the “Improvements”) and all building systems and equipment related to the business located on the Owned Real Property and the Leased Real Property are in good operating conditions and repair in all material respects and are adequate and suitable for the purposes for which they are presently being used. There are no material repair or restoration works likely to be required in connection with any of the Improvements located on the Owned Real Property. There are no material repair or restoration works likely to be required in connection with any Improvements located on the Leased Real Property for which the Target Company is liable for or obligated to perform under the applicable Lease. The Target Company is in physical possession and actual and exclusive occupation of the whole of the Owned Real Property and Leased Real Property, none of which are owned by the Sellerssubleased or assigned to another Person. No Seller has received notice of The Target Company does not owe any pending condemnation proceeding or brokerage commission with respect to any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(cd) The Owned Real Property and the Leased Real Property collectively constitute all of the interests in real property currently used or currently held for use in the conduct of connection with the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Merger Agreement (Isoray, Inc.), Merger Agreement (Isoray, Inc.)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) With respect to the real property owned by Actavis or any Subsidiary as of the Sellers’ Disclosure Schedule as date hereof (such property collectively, the owner of a parcel of “Actavis Owned Real Property Property”), except as would not reasonably be expected to have, individually or in the aggregate, an Actavis Material Adverse Effect, either Actavis or a Subsidiary of Actavis has good and valid title in fee simple to such parcel; Actavis Owned Real Property, free and clear of all Liens, other than any such Lien (iiA) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Actavis or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Actavis or (E) which would not reasonably be expected to materially impair the extent as are continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of the Sellers’ possessionsub-clauses (A) through (E), the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part “Actavis Permitted Lien”). As of the Owned Real Property and are owned by the Sellers. No Seller date hereof, neither Actavis nor any of its Subsidiaries has received notice of any pending pending, and to the knowledge of Actavis there is no threatened, condemnation proceeding with respect to any Actavis Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, an Actavis Material Adverse Effect.
(ii) Except as would not reasonably be expected to have, individually or in the aggregate, an Actavis Material Adverse Effect, (A) each material lease, sublease and other agreement under which Actavis or any threatened condemnation that would preclude of its Subsidiaries uses or impair occupies or has the right to use or occupy any material real property at which the material operations of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice Actavis and its Subsidiaries are conducted as of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect date hereof (the “Actavis Leased Real Property.
”), is valid, binding and in full force and effect and (bB) Section 3.09(b) no uncured default of a material nature on the Sellers’ Disclosure Schedule lists part of Actavis or, if applicable, its Subsidiary or, to the street address and legal description where appropriate knowledge of each parcel of real property leased or subleased by Actavis, the landlord thereunder exists with respect to any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Actavis Leased Real Property. To Except as would not reasonably be expected to have, individually or in the extent as are in any aggregate, an Actavis Material Adverse Effect, Actavis and each of the Sellers’ possessionits Subsidiaries has a good and valid leasehold interest, the Sellers have delivered subject to the Purchaser true and complete copies terms of the leases and subleases any lease, sublease or other agreement applicable thereto, in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the each parcel of Actavis Leased Real Property, free and there has not been any sublease or assignment entered into by clear of all Liens, except for Actavis Permitted Liens. As of the date hereof, neither Actavis nor any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller its Subsidiaries has received notice of any pending pending, and, to the knowledge of Actavis, there is no threatened, condemnation proceeding or with respect to any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Actavis Leased Real Property, valid and binding leasehold interests except such proceeding which would not reasonably be expected to have, individually or in all of their respective material assetsthe aggregate, free and clear of any Liens, except, in each case, for Permitted Encumbrancesan Actavis Material Adverse Effect.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Transaction Agreement (Actavis, Inc.), Transaction Agreement (Warner Chilcott PLC)
Real Property. (a) Section 3.09(a) Except for the Office Leases set forth on Schedule 3.28, none of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which Company or any of its Subsidiaries owns, or otherwise has an interest in, any Real Property, including under any Real Property lease, sublease, space sharing, license or other occupancy agreement. Each of the Sellers Company and its Subsidiaries has fee good, valid and subsisting title (or equivalent) interest and which is used in or held for use to its respective leasehold estates in the conduct offices described on Schedule 3.28, free and clear of all Liens. None of the Business. Except as described in Section 3.09(aCompany or any of its Subsidiaries has breached or violated any local zoning ordinance, and no notice from any Person has been received by the Company or any of its Subsidiaries or served upon the Company or any of its Subsidiaries claiming any violation of any local zoning ordinance.
(b) of the Sellers’ Disclosure ScheduleWith respect to each Office Lease: (i) each Seller listed it is valid, binding and in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good full force and valid title in fee simple to such parceleffect; (ii) to all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) the extent as are lessee has been in peaceable possession since the commencement of the original term thereof; (iv) no waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor; (v) there exists no default or event of default thereunder by the Company or any of its Subsidiaries or by any other party thereto; (vi) there exists no occurrence, condition or act which, with the Sellers’ possessiongiving of notice, the Sellers have made available to lapse of time or the Purchaser copies happening of each deed for each parcel any further event or condition, would become a default or event of Owned Real Propertydefault by the Company or any of its Subsidiaries thereunder; and (iiivii) all buildings situated there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. The Company holds the leasehold estates on the Owned Office Leases, free and clear of all Liens, except for Liens of mortgagees of the Real Property form a part of the Owned in which such leasehold estate is located. The Real Property and are owned leased by the Sellers. No Seller has received notice Company is in a state of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business maintenance and repair in all material respects adequate and suitable for the purposes for which it is currently presently being used. No Seller has received notice , and there are no material repair or restoration works likely to be required in connection with any of the applicable Governmental Authority altering its zoning Laws so as leased Real Properties. The Company is in physical possession and actual and exclusive occupation of the whole of the leased property, none of which is subleased or assigned to affect or potentially affect another Person. The Office Leases lease all useable square footage of the Leased premise located at the leased Real Property. The Company does not owe any brokerage commission with respect to any Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Union Bridge Holdings Ltd.), Stock Purchase Agreement (Iao Kun Group Holding Co LTD)
Real Property. (a) The real property demised by the leases described on Section 3.09(a4.10(a) of the Sellers’ Disclosure Schedule lists constitutes all of the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in leased by any of the Sellers’ possession. Except as set forth on Section 4.10(a) of the Disclosure Schedule, the Seller Transferred Leased Real Property leases are in full force and effect, free of any default, dispute or controversy, and are valid and enforceable in accordance with their respective terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Legal Proceeding in equity or at Law) and no written notices of material default under any Seller Transferred Leased Real Property lease has been sent or received by any Seller. The Sellers have made available to the Purchaser Buyers in the Dataroom true, complete and correct copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned such leases. No AUC Entity is in default of any Transferred Lease Real Property form a part lease, and to the Knowledge of the Owned Sellers, no counterparty to any such lease is in default under any of such leases. All rent and other amounts due and payable with respect to the leases described in Section 4.10(a) of the Disclosure Schedule have been paid through the date of this Agreement. Each Seller enjoys peaceful and undisturbed possession of the Seller Transferred Leased Real Property and are owned leased by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyit.
(b) Section 3.09(b) None of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate AUC Entities has received any pending written notice from any landlord or sublandlord or any of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct their respective agents of the Businessdefault or termination of any such leases. Except as otherwise contemplated by this Agreement, and the identity none of the lessee of each such parcel of Leased Real Property. To the extent as are in AUC Entities has subleased, assigned or transferred any of the Sellers’ possession, the Sellers have delivered their rights with respect to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Seller Transferred Leased Real Property, and there has not been any sublease or assignment entered into by nor have any of the Sellers in respect of the leases and subleases relating AUC Entities entered into any agreement to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertydo so.
(c) The Owned Real Property and Section 4.10(c) of the Leased Real Property constitute Disclosure Schedule sets forth all of the real property used owned in fee simple (or its legal equivalent under local Law) by the AUC Entities. The Transferred Owned Real Property is owned free and clear of all Liens, other than Permitted Liens. The Sellers have made available to the Buyers in the conduct Dataroom true, complete and correct copies of each of the Businesspurchase documents related to the Transferred Owned Real Property. Each applicable entity comprising the AUC Entities enjoys peaceful and undisturbed possession of the Transferred Owned Real Property. Except as set forth on Section 4.10(c) of the Disclosure Schedule, there are no leases, subleases, licenses, concessions, or other Contracts, granting to any party or parties the right of use or occupancy of any portion of the Transferred Owned Real Property. The legal descriptions contained in the deeds of each parcel of Transferred Owned Real Property describes each parcel adequately and the buildings, improvements, fixtures, machinery, equipment, mechanical and utility systems and other tangible assets are located within the boundary lines of the described parcels, are not in violation of applicable Laws, including setback requirements, zoning laws, and ordinances (and none of the parcels of Transferred Owned Real Property or buildings, improvements, fixtures, machinery, equipment, mechanical and utility systems and other tangible assets thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), and do not materially encroach on any easement which may burden the parcel, and each such parcel does not serve any adjoining real property for any purpose inconsistent with the use of the parcel, and the parcel is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained.
(d) Except as set forth in on Section 3.09(d4.10(d) of the Sellers’ Disclosure Schedule, Sellers have each Transferred Owned Real Property and Seller Transferred Leased Real Property is (i) in the case of Owned Real Propertysupplied with utilities, good including water, electricity, gas, septic and valid title tosewer services, and has access to and from public streets or via permanent, irrevocable, appurtenant easements, in each case as is necessary for the conduct of the Business as currently conducted or as proposed to be conducted thereon; (ii) assessed by local property assessors or taxing authorities as a tax parcel or parcels separate from all other tax parcels; (iii) in compliance with the case terms and provisions of any restrictive covenants, easements, agreements, and encumbrances affecting such Transferred Owned Real Property or Seller Transferred Leased Real Property; and (iv) in compliance with all applicable Laws, including zoning and land use Laws, Environmental Laws and Educational Laws, and all approvals of Governmental Authorities (including Permits) required in connection with the ownership or operation of the Transferred Owned Real Property and Seller Transferred Leased Real Property have been obtained. The buildings, improvements, fixtures, machinery, equipment, mechanical and utility systems and other tangible assets, including the roofs and structural elements of any buildings or structures located on each Transferred Owned Real Property and Seller Transferred Leased Real Property, valid are free from structural or other material defects, are in good working condition and binding leasehold interests in all order, ordinary wear and tear excepted, and are adequate for the conduct of their respective material assetsthe Business as currently conducted. There are no outstanding sales Contracts, free and clear options, rights of first refusal, rights of first offer or other similar pre-emptive or purchase rights with respect to any LiensTransferred Owned Real Property or, exceptto the Knowledge of the Sellers, in each case, for Permitted Encumbrancesany Seller Transferred Leased Real Property or any portion thereof or interest therein.
(e) Except as set forth in Section 3.09(e) With respect to each Transferred Owned Real Property and Seller Transferred Leased Real Property, there are no pending or, to the Knowledge of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to threatened (i) purchaseappropriation, lease condemnation, eminent domain or otherwise acquire like proceedings; (ii) proceedings to change or redefine the zoning or land use classification of such property; or (iii) Legal Proceedings related thereto. No portion of any interest in any of the Transferred Owned Real Property or leases or subleases relating to the Seller Transferred Leased Real PropertyProperty has suffered any damage by fire, hurricane, or other casualty loss which has not heretofore been completely repaired and restored to its original or better condition, ordinary wear and tear excepted.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Devry Inc), Asset Purchase Agreement (Devry Inc)
Real Property. (a) Section 3.09(a4.10(a) of the Sellers’ Disclosure Schedule lists sets forth the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with With respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case parcel of Owned Real Property, except for matters that are identified in the title reports provided to Buyer prior to the date of this Agreement:
(i) one of the Target Companies or Target Subsidiaries has good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assetsmarketable fee simple title, free and clear of any all Liens, except, in each case, for except Permitted Encumbrances.;
(eii) Except as set forth in Section 3.09(e) none of the Sellers’ Disclosure ScheduleTarget Companies or Target Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and
(iii) other than the rights of Buyer pursuant to this Agreement, there are no options or unrecorded options, rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the purchase such Owned Real Property or leases any portion thereof or subleases relating to interest therein.
(b) Section 4.10(b) of the Disclosure Schedule sets forth a true and complete list of all Leases for each such parcel of Leased Real Property. Parent has delivered to Buyer a true and complete copy of each Lease document. With respect to each of the Leases: (A) such Lease is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party thereto and the Remedies Exception and (B) the Target Company or Target Subsidiary party thereto is not in breach or default under such Lease, and, to the Knowledge of Parent and the Sellers, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach of default would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Hawker Beechcraft Quality Support Co), Stock Purchase Agreement (Raytheon Co/)
Real Property. (a) Section 3.09(a) of The applicable Seller has, in the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel case of real property located in which the state of Texas, good and indefeasible title and, in the case of real property located elsewhere, good and marketable title to the fee or leasehold estates (as applicable) in all Transferred Owned Real Property and Transferred Leased Real Property, in each case free and clear of all Liens other than Permitted Liens. Each of the Transferred Leases is valid, in full force and effect and is enforceable against the landlord that is party thereto in accordance with its terms. There exists no default or event of default on the part of any Seller or any of its Affiliates or, to the Knowledge of Sellers, on the part of any other party under any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the BusinessTransferred Leases. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser Buyer complete and correct copies of each deed for each parcel all Transferred Leases, including any and all amendments or modifications thereto, and no term or condition of Owned Real Property; any of the Transferred Leases has been waived, modified or amended except as reflected in such copies. Each of the Transferred Leases constitutes the entire agreement of the landlord and (iii) all buildings situated on tenant thereunder. There are no pending or, to the Knowledge of Sellers, threatened condemnation proceedings or other Legal Proceedings relating to any Transferred Owned Real Property form a part of the Owned or Transferred Leased Real Property or other matters affecting materially and adversely the current use, occupancy or value thereof and there are owned by no Contracts (other than Permitted Liens) granting to any party or parties other than Sellers the Sellers. No Seller has received notice right of use or occupancy of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Propertyparcel, and there has not been any sublease or assignment entered into by any of the are no parties other than Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice possession of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently usedsuch parcel. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure ScheduleThere are no outstanding options, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than purchase the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Transferred Owned Real Property or leases or subleases relating or, to the Knowledge of Sellers and Seller Parent, the Transferred Leased Real PropertyProperty or any portion thereof or interest therein other than in favor of Sellers, which such purchase options and rights shall be fully and unconditionally assigned to Buyer at Closing.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Key Energy Services Inc), Asset Purchase Agreement (Patterson Uti Energy Inc)
Real Property. (a) Section 3.09(a4.17(a)(i) of the Sellers’ Amneal Disclosure Schedule lists the street addressLetter contains a complete and accurate list by property, legal description where appropriate city, state and the current owner country of each parcel of all interests in real property currently owned in which fee by Amneal and any of its Subsidiaries (the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business“Amneal Owned Real Property”). Except as described in Section 3.09(a4.17(a)(ii) of the Sellers’ Amneal Disclosure Schedule: Letter contains (i) each Seller listed in Section 3.09(aa complete and accurate list, by property, city, state and country, of all real property currently leased (as lessee), licensed (as licensee) or subleased (as sublessee) by Amneal or any of its Subsidiaries (the Sellers’ Disclosure Schedule as “Amneal Leased Real Property”; and, together with the owner of a parcel of Amneal Owned Real Property has good Property, collectively, the “Amneal Real Property”) and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies a description of each deed for each parcel of Owned Real Property; Amneal Lease and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property amendments, modifications and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertysupplements thereto.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased The Amneal Owned Real Property. To , together with the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Amneal Leased Real Property, and there has not been any sublease or assignment entered into by any is sufficient in all material respects for the operation of the Sellers business currently conducted by Amneal and its Subsidiaries in respect the ordinary course of the leases business, and subleases relating to the Leased Real Property. To Sellers’ Knowledge, Amneal and each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlordits Subsidiaries, as applicable, enjoys peaceful and no additional monies are required to bring undisturbed possession of the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair Amneal Owned Real Property and the use of any Amneal Leased Real Property by the Business sufficient for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertycurrent business and operational use requirements.
(c) The Owned Real Property Amneal and/or its Subsidiaries, as applicable, has good and the Leased Real Property constitute valid fee simple title to all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Amneal Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens other than Permitted Liens. Amneal has made available to Amneal accurate and complete copies of all title insurance policies, excepttitle reports and surveys for the Amneal Real Property in possession or control of Amneal or any of its Subsidiaries. To the Knowledge of Amneal, in each caseall buildings, for plants, structures and other improvements that form a part of the Amneal Real Property lie wholly within the boundaries of the land owned or leased by Amneal or its Subsidiaries, as applicable, and do not materially encroach upon the property of, or otherwise materially conflict with the property rights of, any other person.
(d) None of the Amneal Owned Real Property is subject to any lease, license, or sublease or any material use or occupancy agreement entered into outside of the ordinary course of business pursuant to which Amneal or any of its Subsidiaries has granted any third party or third parties the right to use or occupancy of such Amneal Owned Real Property (other than Permitted EncumbrancesLiens or to Amneal or any of its Subsidiaries).
(e) Except To Amneal’s Knowledge, (i) all improvements on the Amneal Real Property are structurally sound and in working order sufficient for their normal operation in the manner currently being operated, normal wear and tear excepted and (ii) the utilities servicing the Amneal Real Property are adequate for the operation of each facility as set forth it is currently being operated.
(f) The Amneal Owned Real Property, and the current use and occupancy thereof, is in Section 3.09(ematerial compliance with (i) all applicable building, zoning, subdivision, health and safety and other Laws pertaining to the ownership, construction, use or occupancy of real property, including the Americans with Disabilities Act of 1990, as amended, (ii) all easements, covenants, conditions, restrictions or similar provision in any instrument of record or other unrecorded agreement affecting such property and (iii) any requirements of any Governmental Authority in connection with (A) such Governmental Authority’s consents and/or (B) any entitlements or benefits extended by such Governmental Authority, in both cases, in relation to the use and development of the Sellers’ Disclosure Schedulereal property and operation of the facilities thereon. To Amneal’s Knowledge, each lease that requires registration with any Governmental Authority has been duly registered.
(g) To Amneal’s Knowledge, no options eminent domain, condemnation or other similar proceeding is pending or threatened affecting any of the Amneal Owned Real Property, Amneal Leased Real Property or any part thereof.
(h) There are no outstanding options, rights of first offer or rights of first refusal to purchase any Amneal Owned Real Property or any portion thereof or interest therein.
(i) Each contract, agreement or arrangement (including any option to purchase contained therein) pursuant to which Amneal or any of its Subsidiaries leases, licenses or subleases any Amneal Leased Real Property (each, an “Amneal Lease” and, collectively, the “Amneal Leases”) is a written agreement in full force and effect, and is valid, binding and enforceable, subject to proper authorization and execution of each Amneal Lease by the other parties thereto and except to the extent that enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar rights Laws affecting creditors’ right generally and by general equity principles. Amneal has made available to Amneal (in each case, together with all material amendments, assignments, modifications, supplements, waiver or options have been granted by other changes thereto) true and complete copies of all Amneal Leases and, in the case of any Seller oral Amneal Lease, a written summary of the material terms of such Amneal Lease, to which Amneal or any of its Subsidiaries is a party. None of Amneal or any of its Subsidiaries subleases (as sublessor), licenses (as licensor) or grants the use or occupancy of, to any Person other person (other than business invitees in the Purchaser) that are enforceable despite the continuation ordinary course of business), any portion of the Bankruptcy Cases to (i) purchaseAmneal Leased Real Property. Except for Permitted Liens, lease none of Amneal or otherwise acquire any of its Subsidiaries has collaterally assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Amneal Lease.
(j) There exists no default or event of default on the part of Amneal or any of its Subsidiaries under any Amneal Leases or, to Amneal’s Knowledge, any other party thereto, in each case that has not been cured and to Amneal’s Knowledge, no condition exists that with notice or lapse of time would constitute a default by Amneal or any of its Subsidiaries or, any other party thereunder, in each case that has not been cured or that has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. None of Amneal or any of its Subsidiaries has received written notice of any default or event of default under any Amneal Lease, other than any default or event of default that has been cured or that has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect.
(k) The current use and operation of the Owned Amneal Leased Real Property in the ordinary course of business of Amneal and its Subsidiaries does not violate any Law in any material respect.
(l) None of Amneal or leases any of its Subsidiaries is a party to any contract, agreement or subleases arrangement relating to the Leased future acquisition or development of any Amneal Real PropertyProperty by any third party or the acquisition of any other real property by Amneal or any of its Subsidiaries.
Appears in 2 contracts
Sources: Business Combination Agreement (Atlas Holdings, Inc.), Business Combination Agreement (Impax Laboratories Inc)
Real Property. (a) Section 3.09(aSchedule 5.31(a) sets forth a true and complete list of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good Property), identifying the address and valid title in fee simple to such parcel; (ii) to the extent as are in any legal description of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; , (ii) all real property and interests in real property which are leased, directly or indirectly, by or to Seller or in respect of which Seller has an option to enter a lease (individually, a "Real Property Lease"), identifying, for each Real Property Lease, the parties thereto and the address of the property subject thereto, and (iii) all Liens of which Seller has Knowledge relating to or affecting any parcel of Owned Real Property or Real Property Lease other than Permitted Liens. Seller has delivered to the Buyer a true, correct and complete copy of each Real Property Lease, including all amendments, modifications, supplements, side letters and consents affecting the obligations of any party thereunder.
(b) Except as disclosed in Schedule 5.31(b), Seller has indefeasible title to, and actual and exclusive possession of, the Owned Real Property and the leasehold estates in all Real Property Leases (any real property of which Seller is a fee owner or which Seller has a leasehold interest in and is specified as a Real Property Lease, the "Acquired Real Property") in each case free and clear of all Liens of any nature created by, through or under Seller except Permitted Liens.
(c) Except as disclosed on Schedule 5.31(c), no Acquired Real Property is subject to any lease, sublease, license, concession or other agreement (written or oral) granted by, through or under Seller granting to any other Person any right to the use, occupancy or enjoyment of any Acquired Real Property or any part thereof.
(d) To Seller's Knowledge, each Real Property Lease is in full force and effect and is valid and enforceable in accordance with its terms. There is no default under any Real Property Lease either by Seller or, to the Knowledge of Seller, by any other party thereto, and to Seller's Knowledge, no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder. To Seller's Knowledge, each Real Property Lease covers the entire estate it purports to cover and, upon the consummation of the transactions contemplated hereby (including delivery of the landlord consents listed in Schedule 5.31(d)), will entitle the Buyer to the exclusive use, occupancy and possession of the real property specified in such Real Property Lease and for the purposes such property is now being used by Seller. No previous or current party to any such Real Property Lease has given notice to Seller of a Claim against Seller with respect to any breach or default thereunder.
(e) To the Knowledge of Seller, (i) there does not exist any pending imposition of any assessments for public improvements with respect to any Acquired Real Property, and (ii) no such improvements have been constructed or planned that would be paid for by means of assessments upon any Acquired Real Property.
(f) To the Knowledge of Seller, the buildings situated and improvements located on the Owned Real Property form a part are located within the boundary lines of the Owned Real Property Property, and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use no improvements constituting a part of any Owned Real Property encroach on real property not leased or owned by Seller, to the Business for extent that removal of such encroachment would materially impair the purposes for which it is currently used. No Seller has received notice manner and extent of the applicable Governmental Authority altering its zoning Laws so as to affect current use, occupancy and operation of such improvements or potentially affect cost in excess of U.S.$5,000 in the Leased Real Propertyaggregate.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(dg) Except as set forth in Section 3.09(d) Schedule 5.31(g), to the Knowledge of the Sellers’ Disclosure ScheduleSeller, Sellers have (i) no part of any Acquired Real Property is subject to any building or use restriction that would restrict or prevent the present use and operation of such Acquired Real Property, (ii) each parcel of Acquired Real Property is properly and duly zoned for its current use by Seller and the continuation of such use by the Buyer following the Closing, and (iii) such current use is in all respects a conforming use by Seller. No Authority having jurisdiction over any Owned Real Property has issued to Seller or, to the case Knowledge of Seller, threatened to issue any notice or Order that may materially adversely affects the use or operation of such Owned Real Property, good and valid title toor requires, and (ii) as of the Closing or a specified date in the case future, any material repairs or alterations or additions or improvements thereto, or the payment or deduction of any money, fee, exaction or property.
(h) To the Knowledge of Seller, there are no physical, mechanical or structural defects in or concerning the buildings and other permanent improvements constituting part of the Leased Acquired Real Property that are occupied, operated or owned by Seller materially and adversely affecting their current use, occupancy, or value.
(i) Seller has not received any written notice from any insurance company that has issued a Policy with respect to any Acquired Real Property requesting performance of any structural or other repairs or alterations to such Acquired Real Property. During the period that Seller has owned any Owned Real Property, valid and binding leasehold interests in all of their respective material assetsSeller has not granted any encroachment, free and clear of any Lienseasement, exceptencumbrance or other adverse interest in, in each case, to or upon the Owned Real Property except for Permitted EncumbrancesLiens.
(ej) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, There are no outstanding options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of purchase the Owned Real Property, any portion thereof, or any interest therein, granted by Seller.
(k) To the Seller's Knowledge, except for common areas of office buildings, no Acquired Real Property is dependent for its access, operation or utility on any land, building or other improvement not part of each parcel of Acquired Real Property or leases is dependent for ingress or subleases relating to the Leased Real Propertyegress on third-party interests.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Headwaters Inc), Asset Purchase Agreement (Headwaters Inc)
Real Property. (a) Section 3.09(aNeither the Company nor any Subsidiary has any ownership interest in any real property. Schedule 3.16(a) of the Sellers’ Disclosure Schedule lists sets forth a true and complete list of all real property of the street address, legal description where appropriate Company and the current owner Subsidiaries which is leased or subleased by the Company or the Subsidiaries (such real property leased or subleased is herein referred to as the “Leased Real Property”). The Company and the Subsidiaries have made available to Parent true and complete copies of each parcel of real property in lease with respect to the Leased Real Property (each, a “Lease”), each sublease (including any amendments or modifications thereto) and each other material agreement to which any of the Sellers has fee title (Company or equivalent) interest and which a Subsidiary is used in or held for use in a party pertaining to the conduct of the BusinessLeased Real Property. Except as described in Section 3.09(a) of the Sellers’ Disclosure ScheduleWith respect to each Lease: (i) each Seller listed is in Section 3.09(a) full force and effect and there are no existing monetary defaults or material non-monetary defaults under any Lease by the Company or the Subsidiaries or, to the Knowledge of the Knowledgeable Sellers’ Disclosure Schedule as , the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcellessor or sublessor thereof; (ii) to the extent Knowledge of the Knowledgeable Sellers, no event has occurred that (with notice, lapse of time or both) would constitute a monetary breach or default or material non-monetary breach or default under any Lease by any party thereto; (iii) Since January 1, 2006, the Company’s and the Subsidiaries’ possession and quiet enjoyment of any Leased Real Property under such Lease has not been disturbed in any material respect; and (iv) except as set forth on Schedule 3.16(a) of the Disclosure Schedule, there are in no leases, subleases, licenses, concessions or other agreements or arrangements granting to any third party or parties the right of use or occupancy of any portion of any Leased Real Property and neither the Company nor any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a Subsidiaries has assigned its interest under any Lease or sublet any part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of premises covered thereby or exercised any pending condemnation proceeding right or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyoption thereunder.
(b) Section 3.09(b) of The Company and the Sellers’ Disclosure Schedule lists Subsidiaries have a valid leasehold interest in the street address and legal description where appropriate of each parcel of real property Leased Real Property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, Company and the identity Subsidiaries, in each case free and clear of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possessionall Encumbrances, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof except for (including all amendments thereto and assignments in respect thereofi) relating to the Leased Real Property, and there has not been any sublease Encumbrances listed or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(bdescribed on Schedule 3.16(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord Schedule or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property(ii) Permitted Encumbrances.
(c) The Owned Real Property For all purposes under this Agreement, “Permitted Encumbrances” means (i) statutory liens for current Taxes (as defined in Section 3.20 hereof) or assessments not yet due or delinquent or the validity of which are being contested in good faith by appropriate Action and for which adequate reserves have been established in accordance with GAAP; (ii) mechanics’, carriers’, workers’, repairmen’s and other similar liens arising or incurred in the ordinary course of business with respect to charges not yet due and payable (excluding any liens arising under ERISA (as defined in Section 3.19(a) hereof)); (iii) easements, rights of way, encroachments, or restrictions affecting or burdening the Leased Real Property constitute all of the real property used which individually or in the conduct of aggregate do not detract materially from the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case current use or value of the Leased Real Property; (iv) zoning, valid building, fire, health, environmental and binding leasehold interests in all of their respective material assetspollution control Laws, free ordinances, rules and clear of any Liens, except, in each case, for Permitted Encumbrances.
safety regulations; and (ev) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options liens that will be released at or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating prior to the Leased Real PropertyClosing.
Appears in 2 contracts
Sources: Merger Agreement (Providence Service Corp), Merger Agreement (Providence Service Corp)
Real Property. (a) Section 3.09(aSchedule 4.18(a) sets forth a list, as of the Sellers’ Disclosure Schedule lists the street addressAgreement Date, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the SellersLeased Real Property. No Seller Company and Company Subsidiary each has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any good and valid title to all Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice as of the applicable Governmental Authority altering its zoning Laws so Agreement Date and valid title to the leasehold estate (as to affect lessee or potentially affect the sublessee) in all Leased Real PropertyProperty set forth on Schedule 4.18(a), in each case free and clear of all Liens, except for Permitted Liens and except for:
(i) Liens that secure Debt that are reflected on the Balance Sheet;
(ii) zoning, building and other generally applicable land use restrictions and applicable Law; and
(iii) Liens that have been placed by a third party on the fee title of real property constituting Leased Real Property or real property over which Company or Company Subsidiary have easement rights, and subordination or similar agreements relating thereto.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure ScheduleSchedule 4.18(b), Sellers have (i) in the case of Owned Real Property, good all leases and valid title to, and (ii) in the case of subleases for the Leased Real PropertyProperty under which Company or Company Subsidiary is a lessee or sublessee are in full force and effect and are enforceable, valid and binding leasehold interests in all of material respects, in accordance with their respective terms, subject to the Bankruptcy and Equity Exception, and no written notices of material assetsdefault under any such lease or sublease have been sent or received by Company, free Company Subsidiary or their respective Affiliates during the period from January 1, 2012 through the Agreement Date.
(c) None of Company, Company Subsidiary or their respective Affiliates has received any written notice from any Government Authority asserting any violation or alleged violation of applicable Laws with respect to any Real Properties that remains uncured as of the Agreement Date and clear that would reasonably be expected to have a Company Material Adverse Effect.
(d) None of Company, Company Subsidiary nor any of its Affiliates has received written notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any Liensof such buildings or premises or any access thereto, except, in each case, for Permitted Encumbrancesand to the Knowledge of Seller no such proceedings are contemplated or (y) any special assessment or pending improvement liens to be made by any Government Authority which could materially and adversely affect any of such buildings or premises.
(e) Except as set forth Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by Seller in this Section 3.09(e) of 4.18 are the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of sole and exclusive representations and warranties made regarding the Owned Real Property or leases or subleases relating to the and Leased Real PropertyProperty or any other Real Property matters.
Appears in 2 contracts
Sources: Stock Purchase Agreement (General Electric Co), Stock Purchase Agreement (Neogenomics Inc)
Real Property. (a) Section 3.09(a6.18(a) of the Sellers’ ILG Disclosure Schedule lists sets forth the street common address, legal description where appropriate as of the date hereof, of all ILG Owned Real Property. ILG and the current owner of each parcel of real property in which any of the Sellers has ILG Subsidiaries have good and marketable fee simple title (or the applicable local equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of all ILG Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part , subject to any Permitted Liens. As of the Owned Real Property and are owned by the Sellers. No Seller date hereof, neither ILG nor any of its Subsidiaries has received written notice of any pending condemnation proceeding condemnation, expropriation, eminent domain or similar Action affecting all or any threatened condemnation that would preclude or impair material portion of the use of any ILG Owned Real Property by the Business for the purposes for which it is currently usedProperty. No Seller has received notice None of ILG or any of the applicable Governmental Authority altering its zoning Laws so as to affect ILG Subsidiaries has leased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or potentially affect encumbered any interest in the Leased ILG Owned Real Property, other than in the ordinary course of business consistent with past practice.
(b) Section 3.09(b6.18(b) of the Sellers’ ILG Disclosure Schedule lists sets forth the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenantcommon address, as the case may be, which is used in or held for use in the conduct of the Businessdate hereof, and the identity of the lessee of each such parcel of all ILG Leased Real Property. To ILG and the extent as are ILG Subsidiaries have a valid and enforceable leasehold estate in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the ILG Leased Real Property, subject to the Remedies Exception and there has not been any sublease or assignment entered into by Permitted Liens. Neither ILG nor any of its Subsidiaries, nor, to the Sellers in respect knowledge of ILG, as of the leases date hereof, any other party thereto, is in breach of or default under any Contract pursuant to which ILG and subleases relating to the ILG Subsidiaries occupy any ILG Leased Real Property. To Sellers’ KnowledgeNeither ILG nor any of its Subsidiaries has, each lease and sublease in respect as of the date hereof, received any written notice from any lessor of such ILG Leased Real Property is a valid lease of any breach of or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required under any such Contract pursuant to each lease which ILG and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of ILG Subsidiaries occupy any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any ILG Leased Real Property by the Business for the purposes for ILG or any of its Subsidiaries (in each case, with or without notice or lapse of time or both), which it is currently usedbreach or default has not been cured. No Seller has received notice None of ILG or any of the applicable Governmental Authority altering its zoning Laws so as to affect ILG Subsidiaries has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or potentially affect encumbered any interest in the tenant’s interest in the ILG Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Starwood Hotel & Resorts Worldwide, Inc)
Real Property. (a) Section 3.09(a) Neither PGHL nor any Subsidiary of PGHL owns any real property. Neither PGHL nor any Subsidiary of PGHL is party to any agreement or option to purchase any real property interest therein. Schedule 5.18 of the Sellers’ Disclosure Schedule lists PGHL Schedules contains a true, correct and complete list, as of the street addressdate of this Agreement, legal description where appropriate and of all Leased Real Property including, the current owner address of each parcel Leased Real Property. PGHL has made available to FTAC true, correct and complete copies of real property the material Contracts pursuant to which PGHL or any of its Subsidiaries occupy (or have been granted an option to occupy) the Leased Real Property or is otherwise a party with respect to the Leased Real Property (the “Leases”). Except as would not be material to PGHL and its Subsidiaries, taken as a whole, PGHL or one of its Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, subject only to Permitted Liens. With respect to each Lease and except as would not constitute a Material Adverse Effect, (i) such Lease is valid, binding and enforceable and in which full force and effect against PGHL or one of its Subsidiaries and, to PGHL’s knowledge, the other party thereto, subject to the Enforceability Exceptions, (ii) neither PGHL nor one of its Subsidiaries has received or given any written notice of material default or material breach under any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real PropertyLeases; and (iii) all buildings situated on there does not exist under any Lease any event or condition which, with notice or lapse of time or both, would become a material default by PGHL or one of its Subsidiaries or, to PGHL’s knowledge, the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyother party thereto.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased Neither PGHL nor its Subsidiaries has collaterally assigned or subleased by granted any Seller as tenant or subtenant, as the case may be, which is used other security interest in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude interest therein which is still in effect. Neither PGHL nor any of its Subsidiaries is in material default or impair the use of violation of, or not in compliance with, any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the legal requirements applicable Governmental Authority altering to its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case occupancy of the Leased Real Property, valid except as would not be material to PGHL and binding leasehold interests in all of their respective material assetsits Subsidiaries, free and clear of any Liens, except, in each case, taken as a whole. No construction or expansion is currently being performed or is planned for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options 2020 or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in 2021 at any of the Owned Real Property or leases or subleases relating to the Leased Real PropertyProperties that is expected to result in liability to PGHL or any of its Subsidiaries in excess of $2,000,000 in any such calendar year.
Appears in 2 contracts
Sources: Merger Agreement (Foley Trasimene Acquisition II), Merger Agreement
Real Property. (a) Section 3.09(a) of Neither the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which Company nor any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in its Subsidiaries own any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) 3.10 of the Sellers’ Disclosure Schedule lists the street address Schedules sets forth a true and legal description where appropriate complete list of each parcel lease (each, a “Real Property Lease”) under which the Company or any of real property leased or subleased its Subsidiaries is lessee of any Real Property owned by any Seller as tenant or subtenant, as Third Party (the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of “Leased Real Property”). To the extent as are in any of the Sellers’ possession, the Sellers have delivered The Company has made available to the Purchaser Parent true and complete copies of the leases all Real Property Leases, including any amendments thereto, and subleases there is not currently in effect at any sublease or assignment of such Real Property Lease entered into by the date hereof (including Company or any of its Subsidiaries, as applicable. Each Real Property Lease is valid, binding and in full force and effect, and none of the Company, any of its Subsidiaries or, to Company’s Knowledge, any other party thereto is in breach or default thereunder and to Company’s Knowledge no event has occurred that, with notice or the lapse of time, or both, would constitute a breach or default or permit termination, modification or acceleration thereunder. The Company and each of its Subsidiaries have a valid leasehold interest in all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, free and there has not been any sublease clear of all Encumbrances other than Permitted Encumbrances. There exists no impediment to its or assignment entered into by any its Subsidiaries’ right to quiet enjoyment of the Sellers in respect each of the leases and subleases relating to the Leased Real PropertyProperties. To Sellers’ KnowledgeExcept for Permitted Encumbrances, each lease and sublease in respect there are no agreements to which Company is a party governing or affecting the occupancy or tenancy of any of the Leased Real Property is a valid lease by any Person other than the Company or sublease and Sellers have received no written notice any of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or subleaseits Subsidiaries, as applicable. No Seller Neither the Company nor any of its Subsidiaries has received any written notice of any pending condemnation proceeding (or been served with legal process to the effect) or, to the Company’s Knowledge, received oral notice that the whole or any threatened condemnation that would preclude or impair the use part of any Leased Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and no such condemnation or other taking is threatened in writing. The current use, occupancy and operation of the premises leased pursuant to the Real Property Leases by the Business for Company or any of its Subsidiaries, as applicable, is in compliance with and permitted by the purposes for which it is currently used. No Seller has received notice terms of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyProperty Leases.
(c) The Owned Real Property and the Leased Real Property constitute constitutes all of the real property that is used in the business of the Company and its Subsidiaries or occupied by the Company or any of its Subsidiaries in connection with the conduct of the Business.
(d) Except as set forth in Section 3.09(d) business of the Sellers’ Disclosure ScheduleCompany and its Subsidiaries. To the Company’s Knowledge, Sellers have (i) in the case of Owned Real Property, good buildings and valid title to, structures and (ii) in the case of improvements located on the Leased Real PropertyProperty are in adequate condition, valid subject to normal wear and binding leasehold interests in all of their respective material assetstear, and are free and clear of any Liens, except, in each case, for Permitted Encumbrancesdefects.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (OncoCyte Corp), Merger Agreement (OncoCyte Corp)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of owns, or has, since January 1, 2013, owned, any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyreal property.
(b) Section 3.09(bSchedule 4.10(b) of sets forth the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is Sellers and used in or held necessary for use in the conduct of the BusinessBusiness as currently conducted (together with all rights, title and the identity interest of the lessee of each such parcel of Sellers in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property. To ”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, and guaranties with respect thereto, pursuant to which the extent as are in Sellers hold any of the Sellers’ possessionLeased Real Property (collectively, the “Leases”). The Sellers have delivered to the Purchaser Buyer a true and complete copies copy of the leases each Lease. With respect to each Lease, except as set forth on Schedule 4.10(b):
(i) such Lease is valid, binding, enforceable and subleases in effect at the date hereof (including all amendments thereto full force and assignments in respect thereof) relating effect, and, to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease Sellers enjoy peaceful and sublease in respect undisturbed possession of the Leased Real Property Property;
(ii) the Sellers are not in breach or default under such Lease, and, to Sellers’ Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default;
(iii) Sellers have paid all rent due and payable under such Lease through the end of the last required payment date;
(iv) the Sellers have not been drawn upon received nor given any written notice of any default or event that is uncured that would constitute a default by the relevant landlord or sublandlordSellers under any of the Leases and, as applicableto the Sellers’ Knowledge, no other party is in default thereof, and no additional monies are required party to bring the security deposits into compliance any Lease has exercised any termination rights with respect thereto;
(v) the Sellers have not subleased, assigned or otherwise granted to each any Person the right to use or occupy such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by or any portion thereof; and
(vi) the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect Sellers have not pledged, mortgaged or potentially affect the otherwise granted an Encumbrance on their leasehold interests in any Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of on Schedule 4.10(c), the Sellers’ Disclosure Schedule, Sellers have not received any written notice of (i) in the case violations of Owned Real Property, good and valid title to, and (ii) in the case of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, valid and binding leasehold interests in all of their respective material assets(ii) existing, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options pending or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Knowledge of the Sellers, threatened zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to adversely affect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Red Lion Hotels CORP)
Real Property. (a) Section 3.09(a5.27(a) of the Sellers’ Buyer’s Disclosure Schedule lists Schedules sets forth a list of all owned real properties that are material to any Buyer Party (“Buyer Owned Real Properties”). The applicable Buyer Party has good and marketable title to each Buyer Owned Real Property, free and clear of any mortgages, liens, pledges, charges and encumbrances of any nature whatsoever, with such exceptions that (i) are not material and do not interfere with the street addressuse made of such real property by the applicable Buyer Party, legal description where appropriate and or (ii) would not result in a Buyer Material Adverse Effect. None of the current owner Buyer Parties has received any written notice regarding, and, to the Knowledge of each the Buyer Parties, there has not been threatened any pending condemnation, eminent domain, compulsory relocation or similar proceeding with respect to all or a portion of any Buyer Owned Real Property.
(b) Section 5.27(b) of the Buyer’s Disclosure Schedules sets forth a list of all leased, subleased or licensed real properties that are material to any of Buyer Ultimate Parent or any of its Controlled Affiliates (“Buyer Material Leases”). Each parcel of real property in which any of Buyer Ultimate Parent or any of its Controlled Affiliates has an interest (including lease, sublease, license, or occupation) is held under a valid, subsisting and enforceable lease, sublease, license, land use certificate, or other Contract, as applicable, by the Sellers has fee title Buyer Ultimate Parent or its applicable Controlled Affiliate with such exceptions that are (i) not material and do not interfere with the use made of such real property by Buyer Ultimate Parent or equivalentits applicable Controlled Affiliate, or (ii) interest would not have resulted in a Buyer Material Adverse Effect. True and which is used in correct copies of Buyer Material Leases have been delivered or held for use in the conduct of the Businessmade available to Seller Parent, together with any amendments, modifications or supplements thereto. Except as described provided in Section 3.09(a5.27(b) of the Sellers’ Buyer’s Disclosure Schedule: (i) each Seller listed in Section 3.09(a) Schedules, consummation of the Sellers’ Disclosure Schedule as transactions contemplated by this Agreement will not result in a breach of, or default under, any Buyer Material Lease, and will not result in the owner payment by any Buyer Party to any lessor or other third party of a parcel any change in control or other similar fees. None of Owned Real Property the Buyer Parties or any of their Affiliates has good and valid title in fee simple to such parcel; (ii) to received any written communication from the extent as are in landlord or lessor under any of the Sellers’ possessionBuyer Material Leases claiming that it is in breach of its obligations under such leases, except for written communications claiming breaches that would not have a Buyer Material Adverse Effect. None of the Sellers have made available Buyer Parties has received any written notice regarding, and, to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part Knowledge of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenantBuyer Parties, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been threatened any sublease pending condemnation, eminent domain, compulsory relocation or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance similar proceeding with respect to each such lease all or sublease, as applicable. No Seller has received notice a portion of any pending condemnation proceeding real property leased, subleased, licensed or otherwise occupied by Buyer Ultimate Parent or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyControlled Affiliates.
(c) The Buyer Owned Real Property Properties and the Leased Real Property Buyer Material Leases constitute all of the material real property properties owned, leased, subleased, licensed or otherwise used in the conduct operation of the Businessbusiness of Buyer Ultimate Parent and its Controlled Affiliates.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Tang Hsiang Chien), Stock Purchase Agreement (TTM Technologies Inc)
Real Property. (a) None of the Company or any of its Subsidiaries owns any real property or has any options or rights or obligations to purchase, rights of first refusal, rights of first negotiation or rights of first offer to purchase, any real property.
(b) Section 3.09(a3.9(b) of the Sellers’ Company Disclosure Schedule lists Letter sets forth a complete and accurate list as of the street address, legal description where appropriate and the current owner date of each parcel this Agreement of all real property in which (collectively, “Leased Real Property”) leased, subleased or licensed by the Company or any of its Subsidiaries (as lessor, sublessor or licensor, or lessee, sublessee or licensee, as the Sellers has fee title case may be) (all leases, subleases and sublicenses (including all amendments, modifications and extensions relating thereto) pursuant to which the Company or equivalentits Subsidiaries (and all of its sublessees and licensees) interest occupies the Leased Real Property, collectively, “Company Leases”, and which is used in or held for use in the conduct all Company Leases indicated as “Material Company Leases” on Section 3.9(b) of the BusinessCompany Disclosure Letter (collectively “Material Leases”)). Except as described would not reasonably be expected, individually or in Section 3.09(a) of the Sellers’ Disclosure Scheduleaggregate, to have a Company Material Adverse Effect: (i) each Seller listed in Section 3.09(a) Company Lease is a valid and binding obligation of the Sellers’ Disclosure Schedule as Company or one its Subsidiaries and is in full force and effect, and the Company or one of its Subsidiaries has a valid leasehold title thereto, free and clear of any Lien or Lien Instrument (other than any Lien or Lien Instrument which has been incurred by the owner of the fee title or holder of a parcel superior leasehold interest of Owned Real Property has good or in the real property and valid title which does not interfere with the use or operation of the property in fee simple to such parcelthe Business); and (ii) with respect to each Company Lease, the Company or one of its applicable Subsidiaries has performed each term, covenant and condition of each of the Company Leases that is to be performed by it. Neither the Company nor any Subsidiaries have received any written communication from, or given any written communication to, any other party to the extent Company Lease or any lender, alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default (or that an event has occurred or circumstances exist that may (with notice, a lapse of time or both) constitute or result in such a default), and no such default exists on the part of the Company or any of its Subsidiaries (nor, to their Knowledge, does any default exist on the part of any other party) or indicating that such party intends to cancel, terminate or exercise any option to accelerate or recapture (A) under or with respect to any Material Lease, and (B) under or with respect to any other Company Leases except where the existence of such defaults, individually or in the aggregate, under any such other Company Lease does not and would not reasonably be expected to have a Company Material Adverse Effect. With respect to all Material Leases, all buildings, improvements and fixtures and equipment located within, on or under the Leased Real Property and used in the Business (w) are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Propertygood operating condition and repair (ordinary wear and tear excepted); and (iiix) all buildings situated on the Owned are in material compliance with zoning and other applicable land use regulations for their current uses. With respect to each Leased Real Property form that is the subject of a part of Material Lease, each such property is fit for the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the continued use of any Owned Real Property by such facilities in the Business manner appropriate for the purposes for which it is currently usedpresently devoted. No Seller The Company has received notice made available to the Buyer true, complete and accurate copies of all Company Leases, and, to the Knowledge of the applicable Governmental Authority altering its zoning Laws so as Company, there are no material oral agreements, promises or understandings with respect to affect or potentially affect the any Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Merger Agreement (Walgreen Co), Agreement and Plan of Merger (Option Care Inc/De)
Real Property. (a) Section 3.09(a3.12(a) of the Sellers’ Seller Disclosure Schedule lists the street address, legal sets forth a true and complete description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in Owned Real Property. With respect to the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: Owned Real Property, (i) each a Transferred Subsidiary or Asset Seller listed in Section 3.09(a) of has valid, marketable and insurable fee simple title to the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good Property, free and valid title in fee simple to such parcel; clear of all Encumbrances other than Permitted Encumbrances and Permitted Title Encumbrances, (ii) the applicable Transferred Subsidiary or Asset Seller has not leased, subleased, licensed or otherwise granted to any Person the extent as are in any of the Sellers’ possessionright to possess, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on use or occupy the Owned Real Property form a part or any portion thereof, (iii) there are no outstanding options or rights of first refusal or other agreements granting to any Person any right to purchase or lease the Owned Real Property or any portion thereof or interest therein, and are owned by the Sellers. No (iv) no Transferred Subsidiary or Asset Seller has received any written notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair proceedings in the use nature of any eminent domain in connection with the Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b3.12(b) of the Sellers’ Seller Disclosure Schedule lists the street address sets forth a true and legal description where appropriate of complete description, for each parcel of real property leased Leased Real Property, the Occupancy Agreement related thereto and the address thereof. An Asset Seller or subleased by any Seller as tenant or subtenantTransferred Subsidiary, as the case may beapplicable, which is used in or held for use has a good and valid leasehold interest in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent Knowledge of Parent and Sellers, (i) an Asset Seller or Transferred Subsidiary, as are in any applicable, has the right to use and occupy the Leased Real Property for the full term of the Sellers’ possessionOccupancy Agreement relating thereto, and (ii) each such Occupancy Agreement is valid and binding on each party thereto and is in full force and effect and enforceable in accordance with its terms, except as such enforcement may be limited by the Sellers have delivered to the Purchaser true Enforceability Exceptions. True and complete copies of the leases and subleases in effect at the date hereof all Occupancy Agreements for Leased Real Property (including all amendments thereto and assignments in respect thereofthereto) relating have been made available to Buyer prior to the Agreement Date. No Asset Seller or Transferred Subsidiary has assigned its interest under any such Occupancy Agreement or sublet any part of the Leased Real Property, and there none of them has not been received or delivered written notice of any sublease default with respect to any such Occupancy Agreement and, to the Knowledge of Parent and Sellers, no event has occurred that with notice or assignment entered into by the passage of time, or both, would constitute a default thereunder. None of Parent or any Seller has received written notice that any of the Sellers in respect of buildings, structures, fixtures or other improvements on the leases and subleases relating to the Leased Owned Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Property or Leased Real Property is a valid lease or sublease do not conform in all material respects to all applicable Laws and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Scheduleuse restrictions. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property Parent has not been drawn upon by the relevant landlord or sublandlord, as applicablenot, and no additional monies are required to bring Asset Seller or Transferred Subsidiary has, received any written notice within the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice past twenty-four (24) months of any pending condemnation proceeding or any threatened condemnation that would preclude condemnations, planned public improvements, annexation, special assessments, zoning or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect subdivision changes affecting the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Purchase Agreement (Owens & Minor Inc/Va/), Purchase Agreement (Halyard Health, Inc.)
Real Property. (a) Section 3.09(a) Exhibit 1.53 attached hereto is a true, complete and correct list of all of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate Real Property owned or leased by Seller and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the U.S. Display Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple With respect to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) Exhibit 1.53 attached hereto: there are no pending or, to the Knowledge of Seller, threatened condemnation proceedings, lawsuits or administrative actions relating thereto; there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the Sellers’ Disclosure Schedule, Sellers have (i) in the case right to use or occupy any portion thereof; with respect to owned parcels of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, there are no outstanding options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire a parcel or any portion thereof or interest therein; to the Knowledge of Seller, there are no Persons (other than Seller) in possession of any owned parcel of Real Property, other than tenants under leases or subleases disclosed in Exhibit 1.53 attached hereto who are in possession of space to which they are entitled under such lease or sublease; to the Knowledge of Seller, there is no existing violation of or nonconformity with, and Seller is not under investigation with respect to, has not been charged with and has not received any written notice of any alleged violation of or nonconformity with, any restriction, condition, covenant, commitment, contract or agreement relating thereto, the non-compliance with which would have a Material Adverse Effect; Seller will promptly deliver to Buyer any surveys of any part of the owned Real Property that may be in the possession of Seller; there are no encroachments of buildings or improvements comprising a part of the Real Property onto adjacent property or onto any easements encumbering such Real Property which would have a Material Adverse Effect; and Seller has obtained and delivered to Buyer the commitment (together with copies of all documentary exceptions listed or referred to therein, hereinafter referred to as the "Title Commitment") of Lawyers Title Insurance Corporation (the "Title Company") to issue one or more owner’s (and lender’s) policies of title insurance insuring in one of the Companies good and marketable fee simple title to each parcel of owned Real Property on ALTA Owner’s Form 1992, with no exceptions from coverage other than those pre-printed on the policy and the Permitted Liens. If Buyer desires to obtain, at its sole cost, such owner’s policies of title insurance at Closing, Seller agrees (i) to execute and deliver to Buyer at Closing the Title Company’s standard form of owners affidavit as to mechanics’ liens and possession (with such modifications thereto as are necessary in order to make the affidavit factually accurate), (ii) to use reasonable efforts to comply with the customary and applicable requirements of Seller contained in the Title Commitment to have such policies issued and (iii) to use reasonable efforts to clear up any of the Owned exceptions from coverage on the Title Commitment that do not in fact affect the Real Property; provided, however, that Seller shall not be required to obtain updated or new surveys of any parcel of owned Real Property and that receipt of such owner’s policies by Buyer shall not be a condition precedent to Buyer’s obligations hereunder. Since January 1, 1998, the Seller has not received information or leases notice from any insurance company or subleases relating board of fire underwriters requesting the performance of any work or alteration with respect to the Leased Real Property outside of the ordinary course of business, or requiring a material increase in the insurance rates applicable to the Real Property.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Chesapeake Corp /Va/)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) Exhibit B sets forth a true, correct and complete list of all property owned by Blacksand and all written or oral leases, subleases, licenses, option agreements, rights to purchase, rights of first refusal, or other occupancies of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Blacksand Real Property has good (including all amendments, extensions, renewals and valid title in fee simple to such parcel; guaranties with respect thereto) (iicollectively, the “Property Agreements”) to the extent which Blacksand is a party (as are in any of the Sellers’ possessionlessor, the Sellers have lessee, sublessee, licensee, option holder, or otherwise). Blacksand has delivered or made available to the Purchaser copies Hyperion a true, correct and complete copy of each deed of the Property Agreements and all amendments, modifications and supplemental agreements thereto. Each of the Property Agreements is in full force and effect and is valid, binding and enforceable against the Blacksand and each of the other parties thereto, in accordance with its terms and has not been modified or amended except as disclosed on Exhibit B.
(1) Blacksand has not received from the other party to any Property Agreement any notice claiming that Blacksand is in default thereunder for each parcel which such default has not been cured; (2) all payments required to be paid by Blacksand pursuant to the Property Agreements have been paid prior to such payments becoming delinquent; (3) there has not occurred any event which would constitute a breach of Owned Real Propertyor default in the performance of any covenant, agreement or condition contained in any Property Agreement which has not been cured, nor has there occurred any uncured event which with the passage of time or the giving of notice or both would constitute such a breach or default; and (4) Blacksand has not received any written notice from the other party to any Property Agreement of the termination or proposed termination thereof.
(iii) all buildings situated Blacksand presently enjoys peaceful and undisturbed possession of the Blacksand Real Property. There are no matters affecting the right, title and interest of Blacksand in and to the Blacksand Real Property which, in the aggregate, would adversely affect the ability to carry on the Owned Business upon the Blacksand Real Property form a part of substantially in the Owned Real Property and manner in which such operations are owned by the Sellerscurrently carried on. No Seller Person other than Blacksand has received notice of any pending condemnation proceeding right to use or any threatened condemnation that would preclude or impair occupy the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Blacksand Real Property.
(biv) Section 3.09(b) The current use of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use Blacksand Real Property in the conduct of Blacksand’s business does not violate any Property Agreement in any respect. Blacksand is not in violation of any covenant, condition, restriction, easement or order of any Governmental Authority having jurisdiction over the BusinessBlacksand Real Property or the use or occupancy thereof. Blacksand has not received written notice from any Governmental Authority, with respect to the Blacksand Real Property, of any violation or claimed violation by Blacksand of applicable building, zoning, subdivision, conservation, fire, health and safety and other land use and similar applicable laws, rules and regulations, permits, licenses, and the identity certificates of occupancy.
(v) None of the lessee transactions contemplated by this Agreement constitutes an assignment of each Blacksand’s rights under any Property Agreement, and such parcel transactions do not require the consent of Leased Real Property. To the extent as are in any Person under any Property Agreement.
(vi) Each use of the Sellers’ possessionBlacksand Real Property by Blacksand is and has been valid, permitted and conforming uses in accordance with the Sellers have delivered to the Purchaser true and complete copies current zoning classification of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Blacksand Real Property, and there has not been any sublease are no outstanding variances or assignment entered into by any of special use permits affecting the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Blacksand Real Property or leases or subleases relating to their uses. The operation of the Leased Business on the Blacksand Real PropertyProperty complies with all applicable laws, all applicable permits issued by Governmental Authorities, and all Property Agreements.
Appears in 2 contracts
Sources: Option Agreement (IPERIONX LTD), Option Agreement (IPERIONX LTD)
Real Property. (a) Section 3.09(a4.08(a) of the Sellers’ Seller Disclosure Schedule lists Letter contains a true, correct and complete list, as of the date hereof, (including the date and name of the parties and the street address) of all leases, legal description where appropriate subleases, licenses, concessions, ground leases and the current owner of each parcel of real property in which any of the Sellers has fee title other agreements (written or equivalentoral) interest and which is used in or held for use primarily in the operation or conduct of the BusinessBusiness (“Real Property Leases”; and the real property leased, subleased or licensed thereunder, the “Leased Real Property”). Except as Seller has delivered to Purchaser a true and complete copy of each Real Property Lease and any material ancillary agreement to each such Real Property Lease. Subject to the circumstances described in Section 3.09(a) the proviso to the following sentence, each of the SellersReal Property Leases is legal, valid, binding and in full force and effect in all material respects and is enforceable in accordance with its terms against Seller or its Subsidiaries and, to the Knowledge of Seller, each other party thereto. Neither Seller’s nor any of its Subsidiaries’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) possession and quiet enjoyment of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Leased Real Property under any Real Property Lease has good been disturbed in any material respect, and valid title to Seller’s Knowledge, there are no material disputes with respect to any Real Property Lease. Neither Seller or any of its Subsidiaries nor, to the Knowledge of Seller, any other party to any Real Property Lease is in fee simple material breach or material default under any Real Property Lease, and no event or condition has occurred that constitutes or would constitute (with or without notice or lapse of time or both), a material breach or material default on the part of Seller or any of its Subsidiaries, or to Seller’s Knowledge, any other party to such parcel; (ii) to the extent as are in Real Property Lease, nor has Seller or any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has its Subsidiaries received any notice of any pending condemnation proceeding such material breach or material default, event or condition; provided, that, for purposes of this sentence, it shall not be a material default with respect to any such Real Property Lease if such Real Property Lease is not in effect on the Closing Date because (x) its term has ended pursuant to the terms thereof or (y) the other party under such Real Property Lease has terminated such Real Property Lease for any reason other than a default by Seller or any threatened condemnation that would preclude of its Subsidiaries thereunder. Neither Seller nor any of its Subsidiaries has subleased, licensed or impair otherwise granted any Person the right to use of or occupy any Owned Leased Real Property by the Business for the purposes for which it is currently usedor any portion thereof. No Neither Seller nor any of its Subsidiaries has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect collaterally assigned or potentially affect the Leased granted any other security interest in such Real PropertyProperty Lease or any interest therein.
(b) Section 3.09(b4.08(b) of the Sellers’ Seller Disclosure Schedule lists Letter sets forth the street address and legal description where appropriate of each parcel of any real property leased or subleased that is both (i) owned by any Seller as tenant or subtenant, as the case may be, which is and its Subsidiaries and (ii) used in or held for use primarily in the operation or conduct of the BusinessBusiness (Seller’s or such Subsidiary’s fee simple interest therein together with all buildings, improvements and structures thereon, the identity of the lessee of each such parcel of Leased “Owned Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true ” and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to together with the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased “Real Property”). To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property There is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Owned Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all To Seller’s Knowledge, there are no structural deficiencies or latent defects affecting any of the real property used Improvements and, to Seller’s Knowledge, there are no facts or conditions affecting any of the Improvements which would, individually or in the conduct aggregate, interfere in any material respect with the use or occupancy of the BusinessImprovements or any portion thereof in the operation of the business as currently conducted.
(d) Except as set forth would not reasonably be expected to have a Material Adverse Effect, all Improvements owned, leased, licensed or otherwise occupied by Seller or any of its Subsidiaries located on the Real Property are in Section 3.09(d) a state of good working order and repair and are and suitable for the purpose for which they are currently used and sufficient for the operation of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrancesbusiness as currently conducted.
(e) Except for Permitted Liens, there are no actual, pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting any Real Property or any part thereof, and neither Seller or any of its Subsidiaries has received any written notice of the intention of any Governmental Authority or other Person to take or use all or any part thereof. Except as set forth in on Section 3.09(e4.08(e) of the Sellers’ Seller Disclosure ScheduleLetter and except for Permitted Liens, there are no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to agreements granting any Person (other than Seller or any of its Subsidiaries the Purchaser) that are enforceable despite the continuation right to use or occupy any material portion of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
(f) With respect to the Business, neither Seller nor any of its Subsidiaries is party to or bound by any Contract or option to purchase or sell any real property or interest therein.
Appears in 2 contracts
Sources: Acquisition Agreement (SB/RH Holdings, LLC), Acquisition Agreement (Energizer Holdings, Inc.)
Real Property. (a) Section 3.09(a4.6(a) of the Sellers’ Disclosure Schedule lists sets forth a true, accurate and complete list of the street addressaddresses of all of the Acquired Properties, legal description where appropriate the HUD Properties and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyCasablanca Properties.
(b) Each Acquired Company (as applicable) has or will have as of immediately prior to the Core Portfolio Closing, insurable title in fee simple or leasehold, as set forth on Section 3.09(b4.6(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease all of its Acquired Properties, free and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice clear of any pending condemnation proceeding or Encumbrance except for any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently usedPermitted Encumbrances. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in on Section 3.09(d4.6(b) of the Sellers’ Disclosure Schedule, each Acquired Company (as applicable) is the named insured under an owner’s policy of title insurance in the amount set forth on Section 4.6(b) of the Sellers’ Disclosure Schedule insuring fee simple title to the applicable Acquired Property subject only to Permitted Encumbrances. None of the Permitted Encumbrances constitute a default by an Acquired Company, as landlord, under any of the Property Leases. Sellers have (i) provided to the Buyer true, accurate and complete copies of all existing surveys and title insurance policies, to the extent in the case possession of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) or otherwise available to Sellers. Except as set forth in Section 3.09(e4.6(b) of the Sellers’ Disclosure Schedule, no options Seller or any Acquired Company (during the period of ownership of the Acquired Companies by Sellers) has received written notice that (i) any building or structure, to the extent of the premises owned or leased by any Acquired Company, or (ii) any appurtenance thereto or equipment therein, or (iii) the ownership, operation or maintenance thereof violates in any material respect any restrictive covenant or any rule adopted by any national, state or local association or board of insurance underwriters. No Seller or any Acquired Company (during the period of ownership of the Acquired Companies by Sellers) has received written notice of any pending or threatened condemnation proceeding, special assessment (other than a special assessment that is the obligation of a Tenant under the terms of a Property Lease), tax certiorari (other than a tax certiorari that is the obligation of a Tenant under the terms of a Property Lease) or similar proceeding with respect to any Acquired Property. To the Knowledge of Sellers, the applicable covenants, easements or rights-of-way affecting any Acquired Property do not in any material respect impair any Acquired Company’s ability to use such Acquired Property in the operation of its business as conducted presently and as of immediately prior to the Core Portfolio Closing. Each Acquired Company (as applicable) has, in all material respects, sufficient access to public roads, streets or the like or valid perpetual easements over private streets, roads or other private property for such ingress to and egress from the Acquired Properties to use them in the operation of the business of the applicable Acquired Company as conducted presently and as of immediately prior to the Core Portfolio Closing. For the purposes of this Section 4.6(b), “insurable title” is deemed to be such title as a nationally reputable title company will insure at standard rates.
(c) No Seller or any Acquired Company (during the period of ownership of the Acquired Companies by Sellers) has received any unresolved written notice (i) of any pending or contemplated rezoning proceeding directly affecting any Acquired Property, or (ii) from any utility company or municipality of any fact or condition that would be reasonably likely to result in the discontinuation of presently available sewer, water, electric, gas, telephone or other utilities or services for any Acquired Property, or that assert the current use of any of the Acquired Properties violate any applicable zoning ordinances or interfere with any such utility company’s or municipality’s easement rights with respect to any such Acquired Property.
(d) No Seller or any Acquired Company is or, other than as entered into in accordance with Section 6.1(b), as of first offer immediately prior to the Closing will be, party to any lease or rights license with respect to any Acquired Property other than: (i) the Property Leases, (ii) immaterial leases entered into in the ordinary course of business, consistent with past practice and (iii) leases terminable with 30 days notice without any penalty or premium.
(e) Section 4.6(e) of Sellers’ Disclosure Schedule sets forth a complete and accurate list of each Property Lease including, without limitation, each Property Lease relating to each Acquired Property, HUD Property and Casablanca Property and the monthly rent payable thereunder as of October 1, 2009. A true copy of each Property Lease has been delivered to the Buyer. Except as set forth on Section 4.6(e) of Sellers’ Disclosure Schedule, each Property Lease is in full force and effect and has not been modified, supplemented or amended in any way. Neither any Seller nor any Acquired Company has received any written notice from any Tenant that such Tenant desires to terminate or amend a Property Lease. The Acquired Companies are the sole landlord parties under the Property Leases. Except as set forth on Section 4.6(e) of Sellers’ Disclosure Schedule, neither any Seller nor any Acquired Company (during the period of ownership of the Acquired Companies by Sellers) has received any written notification from any Tenant that an Acquired Company is in default under any Property Lease. No Acquired Company is in default under any Property Lease. Except as set forth on Section 4.6(e) of Sellers’ Disclosure Schedule, no Acquired Company (during the period of ownership of the Acquired Companies by Sellers) has given notice to any Tenant that such Tenant or any of its Affiliates are in default under any Property Lease. Except as set forth on Section 4.6(e) of Sellers’ Disclosure Schedule, to Sellers’ Knowledge, no Tenant or any of such Tenant’s Affiliates are in default under any Property Lease to which such Tenant is a party. A complete and accurate list of all security deposits (specifying the nature of such deposit), tax reserves, insurance reserves, capital expenditure reserves, and any other deposits and reserves maintained by any Seller or an Acquired Company in connection with each Property Lease is set forth on Section 4.6(e) of Sellers’ Disclosure Schedule.
(f) No part of any Acquired Property, including, without limitation, any building or improvement thereon, is subject to any purchase option, right of first refusal or first offer or other similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchaseright, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.except as set forth on Section 4.6(f)
Appears in 2 contracts
Sources: Securities Purchase Agreement (Capitalsource Inc), Securities Purchase Agreement (Omega Healthcare Investors Inc)
Real Property. (a) Section 3.09(aSchedule 3.7(a) of sets forth with respect to each Restaurant, its location, whether it is located on Owned Real Property or is on a site subject to a Lease, and whether the Sellers’ Disclosure Schedule lists the street addressimprovements are owned or leased.
(b) The water, legal description where appropriate electric, gas, and the current owner of sewer utility services, and storm drainage facilities currently available to each parcel of real property in which any Real Property are adequate for the operation of the Sellers has fee title (or equivalent) interest Restaurants as presently operated, and to Seller's knowledge, there is no condition which is used in or held for use will result in the conduct termination of the Business. Except as described in Section 3.09(apresent access from each parcel of Real Property to such utility services and other facilities.
(c) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as Seller, or the owner of a the DR Holdings Tracts, has obtained all authorizations and rights-of-way which are necessary to ensure vehicular and pedestrian ingress and egress to and from the site of each Restaurant, all of which are assignable and shall be assigned to Purchaser at the Closing.
(d) Neither Seller nor the holder of the DR Holdings Tracts has received any notice that any Government having the power of eminent domain over any parcel of Owned Real Property has good and valid title in fee simple commenced or intends to such parcel; (ii) exercise the power of eminent domain or a similar power with respect to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(be) Section 3.09(bThe Real Property and the present uses thereof comply with all laws and regulations (including zoning laws and ordinances) of all Governments having jurisdiction over the Sellers’ Disclosure Schedule lists the street address Real Property and legal description where appropriate of each parcel of real property leased all recorded covenants or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Businessrestrictions, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received no notice from any Government alleging that the Real Property or any improvements erected or situated thereon, or the uses conducted thereon or therein, violate any regulations of any pending condemnation proceeding or any threatened condemnation that would preclude or impair Government having jurisdiction over the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(cf) The Owned To the knowledge of Seller, no work for municipal improvements has been commenced on or in connection with any parcel of Real Property or any street adjacent thereto and no such improvements are contemplated. No assessment for public improvements has been made against the Leased Real Property constitute all which remains unpaid. No notice from any Government has been served upon the Real Property or received by Seller, or to the knowledge of Seller received by any owner of any of the real property used Real Property subject to a Lease, requiring or calling attention to the need for any work, repair, construction, alteration, or installation on or in connection with the conduct of the BusinessReal Property which has not been complied with.
(dg) Except as set forth Seller holds all Environmental Permits necessary for conducting the Business and has conducted, and is presently conducting, the Business in Section 3.09(d) compliance with all applicable Environmental Laws and Environmental Permits held by it, including, without limitation, all record keeping and filing requirements. To the Seller's knowledge, all Hazardous Materials and Solid Waste, on, in, or under Real Property have been properly removed and disposed of, and to the Seller's knowledge no past or present disposal, discharge, spill, or other release of, or treatment, transportation, or other handling of Hazardous Materials or Solid Waste on, in, under, or off-site from any Real Property will subject the Purchaser, or any subsequent owner, occupant, or operator of the Sellers’ Disclosure ScheduleReal Property to corrective or compliance action or any other liability. There are no presently pending, Sellers have (i) in or to Seller's knowledge, threatened Actions or Orders against or involving Seller relating to any alleged past or ongoing violation of any Environmental Laws or Environmental Permits with respect to the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any nor to Seller's knowledge is Seller subject to any Person (other than the Purchaser) that liability for any such past or ongoing violation, nor is Seller subject to any liability for any such past or ongoing violation caused by Seller. Matters referenced above of which Seller has knowledge are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Propertyreferenced on Schedule 3.7(g).
Appears in 2 contracts
Sources: Asset Purchase Agreement (Apple South Inc), Asset Purchase Agreement (Apple South Inc)
Real Property. (a) Section 3.09(a) of Except as would not have and would not reasonably be expected to have, individually or in the Sellers’ Disclosure Schedule lists aggregate, a Parent Material Adverse Effect, Parent or a Parent Subsidiary has good and marketable fee title to the street address, legal description where appropriate and the current owner of each parcel of real property owned by Parent or any Parent Subsidiary (the “Parent Owned Real Property”), in each case, which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use not been sold in the conduct ordinary course of the Business. business and free and clear of all Liens other than Permitted Liens.
(b) Except as described would not have and would not reasonably be expected to have, individually or in Section 3.09(a) of the Sellers’ Disclosure Schedule: aggregate, a Parent Material Adverse Effect, (i) each Seller listed lease, sublease, license, easement and other agreement which requires the payment of rent in Section 3.09(aan amount exceeding one hundred and fifty thousand dollars ($150,000) per annum, together with any amendments, renewals and guarantees thereof or thereto (each, a “Parent Real Property Lease”) under which Parent or any Parent Subsidiary uses or occupies or has the right to use or occupy any real property at which operations of Parent and the Sellers’ Disclosure Schedule as Parent Subsidiaries are conducted (the owner of a parcel of “Parent Leased Real Property”, and together with the Parent Owned Real Property has good and valid title Parent Leased Real Property, the “Parent Property”) is valid, binding and in fee simple to such parcel; full force and effect, (ii) to the extent as are Knowledge of Parent, none of Parent, any Parent Subsidiary or any counterparty is in breach or default under any Parent Real Property Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of the Sellers’ possessiontime, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned or both, would constitute a default by Parent, any Parent Subsidiary or any counterparty under any Parent Real Property; Property Lease, and (iii) all buildings situated on Parent or the Owned applicable Parent Subsidiary has a good and valid leasehold interest, subject to the terms of the Parent Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the Lease applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of thereto, in each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Parent Leased Real Property, in each case free and there has not been any sublease or assignment entered into by any clear of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyall Liens other than Permitted Liens.
(c) The Owned Real Property and To the Leased Real Property constitute all Knowledge of the real property used in the conduct Parent, neither Parent nor any Parent Subsidiary has received any notice of the Businessany material violation of any Law relating to any Parent Property.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedulewould not have and would not reasonably be expected to have, Sellers have (i) individually or in the case aggregate, a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has received any written notice of Owned Real any condemnation, eminent domain, requisition or taking by any Governmental Entity with respect to any Parent Property, good and valid title toor negotiations for the purchase of any Parent Property in lieu of condemnation, and (ii) no condemnation, eminent domain, requisition or taking has been commenced or threatened in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in connection with any of the Owned Real Property or leases or subleases relating to the Leased Real Propertyforegoing.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (William Lyon Homes), Merger Agreement (Taylor Morrison Home Corp)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of ▇▇▇▇▇▇▇▇ owns no real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyproperty.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address Velodyne has made available to Ouster a true and legal description where appropriate complete copy of each parcel lease, sublease, occupancy agreement or other Contract for the Velodyne Leased Real Property (collectively, the “Velodyne Real Property Leases”). Each of real property leased Velodyne or subleased by any Seller as tenant or subtenantits Subsidiaries, as the case may be, which is used in has a valid and subsisting leasehold or held for use subleasehold interest in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Velodyne Leased Real Property is a valid lease or sublease free and Sellers have received no written notice clear of default all Liens, except for any Permitted Liens and except as disclosed would not reasonably be expected to interfere in Section 3.09(b) any material respects with the current use and operation of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Velodyne Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering Velodyne and its zoning Laws so as to affect or potentially affect the Leased Real PropertySubsidiaries.
(c) The Owned Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Velodyne Material Adverse Effect, neither Velodyne nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to Velodyne’s Knowledge there are no such Proceedings threatened, affecting any portion of the Velodyne Leased Real Property and neither Velodyne nor any of its Subsidiaries has received written notice of the existence of any Order or of any pending Proceeding relating to the ownership, lease, use, occupancy or operation by any Person of the Velodyne Leased Real Property. Neither Velodyne nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any Person a material right to use or occupy any of the Velodyne Leased Real Property constitute all or any material portion thereof. Neither Velodyne nor any of its Subsidiaries has granted any option or other right to any third party to purchase any of the real property used material Velodyne Leased Real Property or any material portion thereof. Except as has not had and would not reasonably be expected to have, individually or in the conduct aggregate, a Velodyne Material Adverse Effect, each Velodyne Leased Real Property and all buildings and improvements located on the Velodyne Leased Real Property are in a state of the Businessgood operating condition, subject to reasonable wear and tear.
(d) Except None of Velodyne or any of its Subsidiaries, as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedulecase may be, Sellers have (i) is in the case material breach of Owned or material default under any Velodyne Real PropertyProperty Lease, good and valid title to, and (ii) in the case has Knowledge of the Leased occurrence of an event which would reasonably be expected to result in a material breach of or a material default under any Velodyne Real PropertyProperty Lease or (iii) has given or received any notice of default, valid and binding leasehold interests in all of their respective material assetstermination, free and clear of cancellation or nonrenewal with respect to any Liens, exceptVelodyne Real Property Lease that, in each case, for Permitted Encumbrances.
(e) Except remains pending or uncured as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights date of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Propertythis Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Ouster, Inc.), Merger Agreement (Velodyne Lidar, Inc.)
Real Property. (a) The Acquired Assets do not include any real property owned by the Seller Entities.
(b) Schedule 2.1(a)(vii) or Section 3.09(a3.14(b) of the Sellers’ Seller Disclosure Schedule lists sets forth a true, accurate and complete list of each lease, sublease, license or occupancy agreement together with all amendments thereto for the Leased Real Property, including a street address, legal description where appropriate and the current owner of address applicable to each such Leased Real Property (each a “Lease”).
(c) With respect to each parcel of real property in which any that contains the portions of the Sellers has fee title buildings and facilities to be licensed to the Buyer pursuant to the RELA (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: “Licensed Real Property”):
(i) each A Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property Entity has good and valid title in marketable fee simple title to such parcel; parcel free and clear of all Liens other than Permitted Liens;
(ii) The RELA does not require the consent, approval, or notice from or to any landlord or third party in connection with the execution and delivery of the RELA;
(iii) No Seller Entity is in default under any financing arrangement, and no written notice of a breach has been received by it, which could have the result of terminating the RELA or forfeiture of the Licensed Real Property (or any portion thereof);
(iv) To the Knowledge of the Seller, the Seller has operated and maintained the applicable Licensed Real Property materially in accordance with applicable laws and there exist no material violations which could prevent such Licensed Real Property to be used as contemplated under the RELA;
(v) As of the date hereof, no Seller Entity has received written notice of any condemnation or eminent domain proceedings, and to the extent as are in any Knowledge of the Sellers’ possessionSeller, the Sellers have made available there are no threatened condemnation or eminent domain proceedings with respect to the Purchaser copies of each deed for each parcel of Owned such Licensed Real Property; and
(vi) As of the date hereof, no Seller Entity has received written notice of, and (iii) to the Knowledge of the Seller, there is no proposed or pending proceeding to change or redefine the zoning classification of all buildings situated on the Owned or any portion of such Licensed Real Property form in a part manner that would materially and adversely affect the ability to operate such Licensed Real Property as operated as of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding date hereof or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of set forth in the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyRELA.
(bd) Section 3.09(bWith respect to each Lease:
(i) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any The Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered has provided to the Purchaser true Buyer true, correct and complete copies of the leases all Leased Real Property Leases together with all material amendments and subleases in effect at the date hereof (including all amendments thereto and assignments in modifications with respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.;
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(dii) Except as set forth in Section 3.09(d3.14(d)(ii) of the Sellers’ Seller Disclosure Schedule, Sellers have the Leases do not require the consent, approval, or notice from or to any landlord or third party in connection with the execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the Transactions;
(iiii) To the Knowledge of the Seller, each Lease is in full force and effect and is enforceable in accordance with its respective terms. To the Knowledge of the Seller, no Seller Entity is in default under any Lease beyond any applicable notice or grace period, and, as of the date hereof and as of the Closing, no written notice of a breach has been received by it, and to the Knowledge of the Seller, as of the date hereof and as of the Closing, no landlord is in material default or breach under any Lease beyond any applicable notice or grace period, and as of the date hereof and as of the Closing, no written notice of a breach has been sent by the Seller;
(iv) To the Knowledge of the Seller, no event has occurred which would allow the other party thereto to terminate or accelerate performance under or otherwise modify (including upon the giving of notice or the passage of time) any Lease;
(v) No Seller Entity has assigned, transferred, conveyed, mortgaged, subleased, licensed, deeded in trust or encumbered (except for Permitted Liens) any interest in the case leasehold or subleasehold.
(vi) No construction, alteration or other leasehold improvement work with respect to such Lease (A) remains to be paid and is past due or (B) is required and has yet to be performed by any Seller Entity, or to the Knowledge of Owned Real Propertythe Seller, good by any landlord;
(vii) The use, occupancy and valid title to, and (ii) in the case operation of the Leased Real PropertyProperty and the buildings, valid structures, fixtures and binding leasehold interests other improvements located thereon as used, occupied and operated in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) the conduct of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation Business of the Bankruptcy Cases to Leased Real Property complies with (i) purchaseapplicable zoning by-laws and ordinances, lease (ii) applicable building, life, access, safety, health and fire codes and ordinances and (iii) covenants, restrictions, or otherwise acquire other contractual obligations, including the requirements of any interest in Liens thereto, applicable to any of the Owned Leased Real Property Property;
(viii) There has not occurred any material casualty or leases or subleases relating damage to the Leased Real PropertyProperty that has not been repaired in all material respects, other than casualty or damage that the Seller commits to have repaired in all material respects following the Closing; and
(ix) No Seller Entity is obligated to pay any leasing or brokerage commission relating to such Lease or will have any obligation to pay any leasing or brokerage commission upon the renewal or expansion of such Lease.
Appears in 2 contracts
Sources: Asset Purchase Agreement (MACOM Technology Solutions Holdings, Inc.), Asset Purchase Agreement (Wolfspeed, Inc.)
Real Property. (a) Section 3.09(a) The Borrower shall, and shall cause each of the Sellers’ Disclosure Schedule lists the street addressits Subsidiaries to, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed comply in Section 3.09(a) all material respects with all of their respective obligations under all of their respective Leases now or hereafter held respectively by them, including the Sellers’ Disclosure Leases set forth in Schedule as the owner 4.19 (Real Property), except where any of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; them is contesting its obligations by appropriate proceedings, (ii) to the extent as are not modify, amend, cancel, extend unless in accordance with its terms or otherwise change in any materially adverse manner any term, covenant or condition of the Sellers’ possessionany such Lease, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on not assign or sublet any other Lease if such assignment or sublet would have a Material Adverse Effect, (iv) provide the Owned Real Property form Administrative Agent with a part copy of each notice of default under any Lease received by the Borrower or any Subsidiary of the Owned Real Property Borrower which would cause a Material Adverse Effect immediately upon receipt thereof and are owned deliver to the Administrative Agent a copy of each notice of default sent by the Sellers. No Seller has received notice of any pending condemnation proceeding Borrower or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice Subsidiary of the applicable Governmental Authority altering Borrower under any material Lease simultaneously with its zoning Laws so as delivery of such notice under such Lease and (v) notify the Administrative Agent at least 14 days prior to affect the date the Borrower or potentially affect any Subsidiary of the Leased Real PropertyBorrower takes possession of, or becomes liable under, any new leased premises or Lease, whichever is earlier.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the At least 15 Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases Days prior to (i) purchase, lease or otherwise acquire entering into any interest in any Lease (other than a renewal of an existing Lease) for the principal place of business and chief executive office of the Owned Real Property Borrower or leases any Guarantor or subleases relating any other Lease (including any renewal) in which the Dollar Equivalent of the annual rental payments are anticipated to the Leased equal or exceed $1,000,000 or (ii) acquiring any material owned Real Property, the Borrower shall provide the Administrative Agent written notice thereof.
Appears in 2 contracts
Sources: Credit Agreement (Constar International Inc), Senior Secured Super Priority Debtor in Possession and Exit Credit Agreement (Constar International Inc)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of The Seller does not own any real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyproperty.
(b) Section 3.09(b4.10(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of Schedules sets forth each parcel of real property leased or subleased by any the Seller as tenant or subtenant, as the case may be, which is and used in or held necessary for use in the conduct of the BusinessBusiness as currently conducted (together with all rights, title and interest of the Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which the Seller holds any Leased Real Property (collectively, the “Leases”). By the Delivery Date, the Seller will have made available to the Buyer a true and complete copy of each Lease. Except as set forth in Section 4.10(b) of the Disclosure Schedules, with respect to each Lease:
(i) such Lease is valid, binding, enforceable and in full force and effect, and the identity Seller enjoys peaceful and undisturbed possession of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property;
(ii) the Seller is not in breach or default under such Lease, and there no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and the Seller has paid all rent due and payable under such Lease;
(iii) the Seller has not been received or given any sublease notice of any default or assignment entered into event that with notice or lapse of time, or both, would constitute a default by the Seller under any of the Sellers in respect Leases and, to the Knowledge of the leases Seller, no other party is in default thereof, and subleases relating no party to any Lease has exercised any termination rights with respect thereto;
(iv) the Leased Real Property. To Sellers’ KnowledgeSeller has not subleased, each lease and sublease in respect of assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(bany portion thereof; and
(v) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property Seller has not been drawn upon by the relevant landlord pledged, mortgaged or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of otherwise granted an Encumbrance on its leasehold interest in any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Seller has not received any written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property and Property, (ii) existing, pending or threatened condemnation proceedings affecting the Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property constitute as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty.
(d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property used in necessary to conduct the conduct of the BusinessBusiness as currently conducted.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Asset Purchase Agreement (VOXX International Corp), Asset Purchase Agreement (VOXX International Corp)
Real Property. (a) Section 3.09(a) of Neither the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which Company nor any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in its Subsidiaries owns any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyreal property.
(b) Section 3.09(b3.20(b)(i) of the Sellers’ Company Disclosure Schedule lists contains a complete and accurate list of all of the street address and legal description where appropriate existing material leases, subleases or other agreements (collectively, the “Leases”) under which the Company or any of each parcel of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property leased or subleased by any Seller as tenant or subtenant(such property, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of “Leased Real Property. To ”) including, with respect to each Lease, the extent as are in any name of the Sellers’ possessionlessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, the Sellers have delivered to the Purchaser true correct and complete copies of the leases and subleases in effect at the date hereof all Leases (including all amendments thereto modifications, amendments, supplements, waivers and assignments side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in respect thereof) relating to the Leased Real Property, free and there has not been clear of all Liens. Section 3.20(b)(ii) of the Company Disclosure Schedule contains a complete and accurate list of all of the existing Leases granting to any sublease Person, other than the Company or assignment entered into by any of its Subsidiaries, any right to use or occupy, now or in the Sellers in respect future, any of the leases and subleases relating to the Leased Real Property. To Sellers’ KnowledgeThe Leases are each in full force and effect in accordance with their respective terms and neither the Company nor any of its Subsidiaries is in material breach of or default under, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have has received no written notice of any material breach of or default except as disclosed in Section 3.09(b) under, any material Lease, and, to the Knowledge of the Sellers’ Disclosure ScheduleCompany, no event has occurred that with notice or lapse of time or both would constitute a material breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto. To Sellers’ the Company’s Knowledge, (i) there are no laws, statutes, rules, regulations or orders now in existence or under active consideration by any Governmental Entity which could require the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use tenant of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice to make any expenditure in excess of the applicable Governmental Authority altering its zoning Laws so as $100,000 to affect modify or potentially affect the Leased Real Property.
(c) The Owned Real Property and the improve such Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title toto bring it into compliance therewith, and (ii) the Company shall not be required to expend more than $100,000 in the case of aggregate under all Leases to restore the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) Property at the end of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation term of the Bankruptcy Cases applicable Lease to the condition required under the Lease (i) purchase, lease or otherwise acquire any interest assuming the conditions existing in any such Leased Real Property as of the Owned Real Property or leases or subleases relating to date hereof and as of the Leased Real PropertyClosing).
Appears in 2 contracts
Sources: Merger Agreement (Micro Linear Corp /Ca/), Merger Agreement (Sirenza Microdevices Inc)
Real Property. (a) Section 3.09(aSeller does not own any real property.
(b) Schedule 2.11 sets forth a list of all real property used in the Business that is leased by Seller (the “Leased Property”) and the leases pursuant to which Seller leases such Leased Property (the “Leased Property Leases”). Schedule 2.11 lists, for each such Leased Property Lease, the name of the Sellers’ Disclosure Schedule lists lessor, the street address, legal description where appropriate date of the lease and the current owner of each parcel of real property in which any of lease term. The Leased Property Leases cover all the Sellers has fee title (or equivalent) interest and which is used in or held for use Leased Property that Seller uses in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true ITS or Acquisition Sub true, correct and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to of the Leased Real Property Leases. Seller has good title to its leasehold interest in the Leased Property, free and there clear of all Encumbrances, other than Permitted Encumbrances. Each Leased Property Lease is in full force and effect and is valid, binding and enforceable in accordance with its terms. All accrued and currently payable rents and other payments required under the Leased Property Leases have been paid, and no notice of default or termination has not been given or received by Seller, no event of default has occurred, and no condition exists and no event has occurred that, with the giving of notice, the lapse of time, or the happening of any sublease further event, would become a default under or assignment entered into by permit early termination of any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyLeases.
(c) The Owned Real All of Seller’s and Parent’s activities with respect to Leased Property have been and are being conducted in compliance with applicable Environmental Laws (as defined below), and there has been no release of Hazardous Materials (as defined below) on, in, from or onto the Leased Real Property. Seller has not generated, manufactured, refined, transported, stored, handled, disposed of or released any Hazardous Materials on the Leased Property constitute nor has Seller knowingly or negligently permitted the foregoing. Seller has obtained all of the real property used in the conduct of the Business.
(d) Except approvals and caused all notifications to be made as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title torequired by Environmental Laws, and (ii) Seller has obtained all required registrations with, licenses from, or permits issued by governmental agencies or authorities pursuant to any applicable Environmental Laws, and all such registrations, licenses or permits are in the case of the Leased Real Property, valid full force and binding leasehold interests in all of their respective material assets, free and clear effect. Neither Seller nor Parent has received any notice of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) violation of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases Environmental Laws relating to the Leased Real Property, and no action has been commenced or, to the Knowledge of Seller or Parent, threatened, regarding Seller’s compliance with any Environmental Laws relating to the Leased Property. No tanks used for the storage of any Hazardous Material above or below ground are present or were at any time present on or about the Leased Property. No action has been commenced or threatened regarding the presence of any Hazardous Material on or about the Leased Property, and no Hazardous Materials are present on or at the Leased Property in such a manner as may require investigation or remediation under any applicable law. No friable asbestos is present on the Leased Property. “Environmental Laws” means any and all federal, state and local statutes, regulations and ordinances relating to the protection of human health and the environment, including the air, water and land. “Hazardous Material” means any hazardous or toxic material, substance, or waste including, without limitation, those materials, substances, and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 C.F.R. § 172.101) or by the United States Environmental Protection Agency as hazardous substances (40 C.F.R. Part 302 and amendments thereto), petroleum products (as defined in Title I to the Resource Conservation and Recovery Act, 42 U.S.C. § 6991-6991(i)) and their derivatives, and such other materials, substances, and wastes as become regulated or subject to cleanup authority under any Environmental Laws.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Q2 Holdings, Inc.), Asset Purchase Agreement (Q2 Holdings, Inc.)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each No Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of owns, nor has it previously owned, nor does any Seller hold any options or contractual obligations to purchase or acquire any interest in, any real property (an “Owned Real Property Property”) other than the Facility. Each Seller has good and valid title to all of its respective Owned Real Property, in fee simple to such parcel; each case free and clear of all Liens except Permitted Liens.
(ii) Set forth on Part 3.8(a)(ii) of the Disclosure Memorandum is a list of all leases and subleases of any real property to which any Seller is a party (each, a “Leased Real Property”). Each Seller has good and valid title to the extent as are leasehold estates in any all of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned its respective Leased Real Property; , in each case free and clear of all Liens except Permitted Liens.
(iii) all buildings situated on the Owned Real Property form a part of the Each Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Leased Real Property by and each of the Improvements thereon (collectively, the “Sellers Real Property”) is in good operating condition and repair, ordinary wear and tear excepted, and is suited for the operation of the Business for as presently conducted and as presently proposed to be conducted. There is no condition or defect of the purposes for which Sellers Real Property thereon that could materially affect their use or operation in the Business. Sellers enjoy peaceful and undisturbed possession of all Sellers Real Property. Sellers have valid easements and rights of way necessary to conduct the Business as it is currently usedconducted and proposed to be conducted, and following the consummation of the Closing, such easements and rights of way will remain valid and in full force and effect. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases others to (i) purchase, lease or otherwise acquire any interest in any of the Owned Sellers Real Property or leases or subleases relating to any part thereof. Sellers have the Leased exclusive right of possession of all Sellers Real Property.
(iv) To the Knowledge of Company, all aspects of the Sellers Real Property and the present use, occupancy and operation thereof are in compliance, in all material respects, with all Laws and private restrictive covenants of record, and there has not been any proposed change thereto that would affect any of the Sellers Real Property or its use, occupancy or operation. No Seller has received any written or oral communications alleging any conflict or dispute relating to any Sellers Real Property or the activities thereon. To the Knowledge of Company, no portion of the Sellers Real Property is subject to any classification, designation or preliminary determination of any Government Authority or pursuant to any Law that would restrict its use, development, occupancy or operation in connection with the Business. Neither Sellers nor any other Person have caused any work or Improvements to be performed upon or made to any of Sellers Real Property for which there remains outstanding any payment obligation that would or might serve as the basis for any Lien in favor of the Person who performed the work.
(v) All requisite certificates of occupancy and other permits and approvals required to be obtained by any Seller with respect to Sellers Real Property and the use, occupancy and operation thereof have been obtained and paid for and are currently in effect and allow Sellers to operate the Business as presently conducted and as presently proposed to be conducted.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Aisling Capital II LP), Asset Purchase Agreement (Interpharm Holdings Inc)
Real Property. (a) Section 3.09(a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the Sellers’ Disclosure Schedule lists date hereof (such property collectively, the street address“Parent Owned Real Property”), legal description where appropriate except as would not be material, individually or in the aggregate, to Parent and the current owner of each parcel of real property in which any of the Sellers has fee title (Parent Subsidiaries, either Parent or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property Parent Subsidiary has good and valid title in fee simple to such parcel; Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable or being contested in good faith and for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the extent as are continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of the Sellers’ possessionclauses (i) through (v), the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part “Parent Permitted Lien”). As of the Owned Real Property and are owned by the Sellers. No Seller date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending pending, and to the knowledge of Parent there is no threatened, condemnation proceeding or with respect to any threatened condemnation that would preclude or impair the use of any Parent Owned Real Property by Property, except proceedings which would not reasonably be expected to have, individually or in the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyaggregate, a Parent Material Adverse Effect.
(b) Section 3.09(bExcept as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property at which the operations of Parent and its Subsidiaries are conducted as of the Sellersdate hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ Disclosure Schedule lists rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct discretion of the Businesscourt before which any proceeding therefor may be brought and (ii) no uncured default on the part of Parent or, and if applicable, its Subsidiary or, to the identity knowledge of Parent, the lessee of each such parcel of landlord thereunder exists with respect to any Parent Leased Real Property. To Except as would not reasonably be expected to have, individually or in the extent as are aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in any or contractual right to use or occupy, subject to the terms of the Sellers’ possessionlease, sublease or other agreement applicable thereto, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Parent Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any all Liens, except, in each case, except for Parent Permitted EncumbrancesLiens.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Merger Agreement (Waste Connections, Inc.), Merger Agreement (Progressive Waste Solutions Ltd.)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which Neither Public Company nor any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in its Subsidiaries owns any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyreal property.
(b) Section 3.09(b3.9(b) of the Sellers’ Public Company Disclosure Schedule lists sets forth a complete and accurate list as of the street address and legal description where appropriate date of each parcel this Agreement of all leases, subleases or licenses pursuant to which the Company or any of its Subsidiaries leases, , licenses or is otherwise granted a right of use or occupancy of, any real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in material to the conduct of the Businessbusiness of the Company and its Subsidiaries, taken as a whole, as currently conducted, from any Person other than Public Company or any of its Subsidiaries (as amended through the date of this Agreement, the “Public Company Leases”) and the identity location of the lessee of each such parcel of premises subject thereto (the “Public Company Leased Real PropertyProperties”). To the extent as are The Public Company Leases have not been amended, modified or supplemented in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in material respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as expressly set forth in Section 3.09(d3.9(b) of the Sellers’ Public Company Disclosure Schedule. Neither Public Company nor any of its Subsidiaries nor, Sellers to Public Company’s Knowledge, any other party to any Public Company Lease is in default under any of the Public Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Public Company Material Adverse Effect. Except as is not reasonably likely to have a Public Company Material Adverse Effect, assuming good fee title to the Public Company Leased Properties is vested in each of the lessors thereof, and subject to any Permitted Liens affecting the leasehold interest of the Public Company and its Subsidiaries in the Public Company Leased Property, the Public Company and its Subsidiaries have valid and enforceable leasehold interests in the Public Company Leased Properties, unencumbered by any Liens. Except as is not reasonably likely to have a Public Company Material Adverse Effect, to Public Company’s Knowledge, (i) no event has occurred or condition exists that with the passage of time is likely to result in any default of Public Company or any of its Subsidiaries under any of the case of Owned Real Property, good and valid title toPublic Company Leases, and (ii) the Public Company Leased Properties, and the business activities of Public Company and its Subsidiaries at the Public Company Leased Properties, are in compliance with the case material terms and conditions of the Public Company Leases, and (iii) the Public Company Leased Real Property, valid Properties are otherwise in good operating condition and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except repair as set forth in Section 3.09(e) of the Sellers’ Disclosure Scheduledate of this Agreement, no options ordinary wear and tear excepted. Neither Public Company nor any of its Subsidiaries leases, subleases or rights of first offer or rights of first refusal or similar rights or options have been granted by licenses any Seller real property to any Person (other than the Purchaser) that are enforceable despite the continuation Public Company and its Subsidiaries. Public Company has made available to Private Company complete and accurate copies of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Propertyall Public Company Leases.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Dare Bioscience, Inc.), Stock Purchase Agreement (Cerulean Pharma Inc.)
Real Property. (aSchedule 2.1(b) Section 3.09(a) sets forth a list and -------------- description of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease is true, complete and accurate in all respects. There is no Owned Real Property owned or assignment entered into used by any of Seller in connection with the Sellers in respect of Business. Seller is holding, or shall hold at Closing, the leases and subleases relating leasehold interests to the all Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of including any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used hereafter acquired, in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the each case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, except for Permitted Encumbrances.
Liens. At the Closing, Seller shall have and shall transfer to Buyer its leasehold interests in and to all Leased Real Property, free and clear of any and all Liens (e) Except as set forth except for Permitted Liens). There are not pending or, to the best of Seller's knowledge, threatened, any condemnation actions or special assessments or any pending proceedings for changes in Section 3.09(e) the zoning with respect to such Real Property or any part thereof and Seller has not received any notice of the Sellers’ Disclosure Scheduledesire of any public authority or other entity to take or use any Real Property or any part thereof. To Seller's knowledge, there is no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest material defect in any of the Owned structures on the Real Property which would interfere with the current use of such structures or Buyer's ability to utilize such structures in substantially the same manner in which they are currently used by Seller. Each parcel of Real Property has access to all public roads, utilities, and other services necessary for the operation of the relevant System with respect to such parcel and except for the absence of various easements, apartment access agreements and/or commercial service agreements permitting Seller to locate cable on real property owned by third parties which individually or in the aggregate does not and will not have a material adverse effect on any of the Assets, the operation of any System or the financial condition or business of any System, Seller has complied with or otherwise resolved to the satisfaction of the relevant Government Authority, all notices or orders to correct violations of Legal Requirements issued by any Governmental Authority having jurisdiction against or affecting any of the Real Property. All leases and subleases pursuant to which any of the Real Property is occupied or used are set forth on Schedule 2.1(b) and such leases and subleases are valid, subsisting, -------------- binding and enforceable in accordance with their respective terms and there are no existing defaults thereunder or events that with notice or lapse of time or both would constitute defaults thereunder. Seller has not nor, to the best of Seller's knowledge, has any other party to any contract, lease or sublease relating to the any Leased Real Property given or received notice of termination, and, to the best of Seller's knowledge, subject to the receipt of any Required Consents, the consummation of the transactions contemplated by this Agreement will not result in any such termination. Subject to the receipt of Required Consents, Seller is not nor will it be, as a result of the transactions contemplated by this Agreement, with the giving of notice or the passage of time or both, in breach of any provision of any contract, lease or sublease relating to any Real Property. All easements, rights-of-way and other rights which are necessary for Seller's current use of any Real Property are valid and in full force and effect, and Seller has not received any notice with respect to the termination or breach of any of such easements, rights-of-way or other similar rights.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Mediacom LLC), Asset Purchase Agreement (Mediacom LLC)
Real Property. (a) Section 3.09(aSchedule 3.9(a) contains a true and complete list of the Sellers’ Disclosure Schedule lists Owned Real Property. With respect to the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: Owned Real Property:
(i) each Seller listed in Section 3.09(a) of has good, marketable and insurable fee simple title to the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good Property, free and valid title in fee simple to such parcel; clear of all Liens other than Permitted Liens;
(ii) Except for Permitted Liens, Seller has not leased, subleased, licensed or otherwise granted to any Person the extent as are in any of the Sellers’ possessionright to possess, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on use or occupy the Owned Real Property form a part or any portion thereof;
(iii) Except for Permitted Liens, there are not outstanding options or rights of first refusal or other agreements granting to any Person any right to purchase or lease the Owned Real Property, or any portion thereof or interest therein;
(iv) There are no zoning, entitlement, building codes and other land use regulations, ordinances or legal requirements imposed by any Governmental Body having jurisdiction over the Owned Real Property that individually or in the aggregate materially impair or would reasonably be expected to materially impair the continued use of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No used for the Business; and
(v) Seller has not received any written notice of any pending or threatened condemnation proceedings in the applicable Governmental Authority altering its zoning Laws so as nature of eminent domain in connection with the Owned Real Property and, to affect the Knowledge of Seller, no such condemnation proceeding is pending or potentially affect has been threatened in connection with the Leased Owned Real Property.
(b) Section 3.09(bSchedule 3.9(b) lists all of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the IDB-Leased Real Property, including the address of landlord and there tenant for each Thorsby Property Lease.
(i) Seller has good, marketable and insurable leasehold title to the Thorsby Facility, free and clear of all Liens other than Permitted Liens.
(ii) Seller does not been own any sublease real property at the site of the Thorsby Facility. There are no zoning, entitlement, building codes and other land use regulations, ordinances or assignment entered into legal requirements imposed by any of Governmental Body having jurisdiction over the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the IDB-Leased Real Property is a valid lease that individually or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) the aggregate materially impair or would reasonably be expected to materially impair the continued use of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the IDB-Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of for the Business.
(diii) Except as set forth in Section 3.09(d) Seller has delivered to Buyer complete copies of each Thorsby Property Lease, including all amendments and agreements related thereto. Seller holds valid leasehold title to all of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the IDB-Leased Real Property, valid in each case in accordance with the provisions of the applicable Thorsby Property Lease for such IDB-Leased Real Property and binding leasehold interests in all of their respective material assets, free and clear of all Liens except for Permitted Liens. Each Thorsby Property Lease is enforceable against Seller, and to the Knowledge of Seller, each other party thereto in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, Seller has performed all material obligations to be performed by it under the Thorsby Property Leases, is not in material breach or default under any such Thorsby Property Lease and no event has occurred or failed to occur that, with or without notice or lapse of time or both, would constitute such a breach or default by Seller or, to the Knowledge of Seller, any other party thereto or, to the Knowledge of Seller, permit termination, modification or acceleration under any such Thorsby Property Lease. To the Knowledge of Seller, the other parties to the Thorsby Property Leases have, as of the date hereof, performed all obligations required to be performed by such parties thereunder and are not (with or without the lapse of time, the giving of notice, or both) in breach or default thereunder. Except for Permitted Liens, exceptSeller has not leased, in each casesubleased, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options licensed or rights of first offer or rights of first refusal or similar rights or options have been otherwise granted by any Seller to any Person (other than the Purchaser) that are enforceable despite right to possess, use or occupy the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned IDB-Leased Real Property or leases or subleases relating to the Leased Real Propertyany portion thereof.
Appears in 2 contracts
Sources: Asset Purchase Agreement (BOISE CASCADE Co), Asset Purchase Agreement (BOISE CASCADE Co)
Real Property. (a) Section 3.09(a3.14(a) of the Sellers’ Sarg Disclosure Schedule lists the street address, legal description where appropriate sets forth a true and the current owner complete list of each parcel of all real property and interest in which real property owned by Sarg or any of the Sellers has fee title its Subsidiaries (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possessioncollectively, the Sellers have made available to the Purchaser copies of each deed for each parcel of “Sarg Owned Real Property; ”) and (iii) all buildings situated on the address for each Sarg Owned Real Property form a part of the Owned Real Property and are owned by the SellersProperty. No Seller has received notice of any pending condemnation proceeding Sarg or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenantSubsidiaries, as the case may be, which is used in or held holds good, valid, legal and marketable fee title to the Sarg Owned Real Property, free and clear of all Liens, except for use in the conduct Permitted Liens.
(b) Section 3.14(b) of the BusinessSarg Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by Sarg or any of its Subsidiaries (collectively, the “Sarg Leased Real Property”) and (ii) the identity of the lessee of address for each such parcel of Sarg Leased Real Property. To Sarg or its Subsidiaries, as the extent as are case may be, has a valid and subsisting leasehold or subleasehold interest in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Sarg Leased Real Property is a valid lease or sublease free and Sellers have received no written notice clear of default all Liens, except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyPermitted Liens.
(c) The Sarg Owned Real Property and the Sarg Leased Real Property constitute are referred to collectively herein as the “Sarg Real Property.” The Sarg Real Property constitutes all of the real property used in necessary for the conduct of the Business.
(d) business of Sarg and its Subsidiaries, taken as a whole, as currently conducted. Except as set forth has not had and would not reasonably be expected to have, individually or in Section 3.09(d) of the Sellers’ Disclosure Scheduleaggregate, Sellers have a Sarg Material Adverse Effect, (i) each parcel of Sarg Real Property is in the case of Owned compliance with all existing Laws applicable to such Sarg Real Property, good and valid title to, and (ii) neither Sarg nor any of its Subsidiaries has received written notice of any Proceedings in the case eminent domain, condemnation or other similar Proceedings that are pending, and to Sarg’s Knowledge there are no such Proceedings threatened, affecting any portion of the Leased Sarg Real Property and neither Sarg nor any of its Subsidiaries has received written notice of the existence of any outstanding Order or of any pending Proceeding, and to the Knowledge of Sarg there is no such Order, or Proceeding threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Sarg Real Property. Neither Sarg nor any of its Subsidiaries has subleased, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options licensed or rights of first offer or rights of first refusal or similar rights or options have been otherwise granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases right to (i) purchase, lease use or otherwise acquire any interest in occupy any of the Owned Sarg Real Property or leases any portion thereof. Neither Sarg nor any of its Subsidiaries has granted any option or subleases relating other right to any third party to purchase any of the Leased Sarg Real PropertyProperty or portion thereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Sarg Material Adverse Effect, each Sarg Real Property and all buildings, structures, improvements and fixtures located on, under, over or within the Sarg Real Property are in a state of good operating condition and are sufficient for the continued conduct of business in the ordinary course, subject to reasonable wear and tear.
Appears in 2 contracts
Sources: Merger Agreement (Strayer Education Inc), Merger Agreement (Capella Education Co)
Real Property. (a) Section 3.09(a) None of the Sellers’ Disclosure Companies owns, and, to the Knowledge of Seller Parent, none of the Companies has ever owned, any direct, indirect or beneficial interest in real property. Schedule lists 4.19(a) sets forth a correct and complete listing, as of the street date hereof, of all real estate Leases currently in force and setting forth the address, legal description where appropriate the name of landlord, the name of the tenant, the rent, the term, the entity in possession of any sublease, the amount of security deposit, if any, whether the real property is used exclusively by the applicable Company or Seller or is shared with other businesses operated by any Seller or any Affiliates of any Seller for each Lease. Sellers have delivered to Buyer true and the current owner complete copies of each parcel Lease (as amended or supplemented). Each Lease is legal, valid, binding, in full force and effect, has not been modified or amended, and enforceable in accordance with its respective terms against any Company or their Affiliates party thereto and, to the Knowledge of real property Seller Parent, against the other parties thereto.
(b) Each Lease grants the tenant under such Lease the exclusive right to use and occupy the premises and rights demised and intended to be demised thereunder. The tenant in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property such Lease has good and valid title in fee simple to such parcel; (ii) to the extent leasehold estate under such Lease free and clear of any Encumbrances, other than obligations under such Lease and Permitted Encumbrances. Except as are set forth in Schedule 4.19(b), the Companies and Sellers have the right to quiet enjoyment of all material property leased by any of them for the full term of each such Lease (or any renewal option) relating thereto and have full right, power and authority to enter into and to consummate the transactions contemplated by each of the Lease Agreements covering any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding facilities or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which that is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered also subject to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real PropertyLease.
(c) The Owned Real Property Since January 1, 2008, none of Sellers or any Company has given or received any notification that disputes the computation of rents or charges payable pursuant to the Leases and the Leased Real Property constitute all there are no pending unresolved material disputes with any landlord under such Leases. None of the real property used Companies or, to the Knowledge of Seller Parent, any other Person is in default under any Lease, and no event has occurred or condition exists which, with the conduct giving of notice or the Businesslapse of time or both, would constitute a default on the part of any Company or would entitle the landlord thereunder to terminate the Lease.
(d) Except Other than as set forth disclosed in Section 3.09(d) of the Sellers’ Disclosure ScheduleSchedule 4.19(d), Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case there are no subtenants occupying any portion of the Leased Real PropertyProperties, valid and binding leasehold interests except for any Company, no other person or entity has any right to occupy or possess any portion of the Leased Real Properties. None of Sellers’ or any Company’s interest in all any of their respective material assetsthe Leased Real Properties has been pledged, free and clear of assigned, hypothecated, mortgaged, or otherwise subject to any Liens, except, in each case, for Encumbrance other than Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) No written waiver, indulgence or postponement of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have applicable landlord’s obligations under any Lease has been granted by Sellers or any Seller Company. No Company is entitled to any Person free rent or similar concession and no rent has been prepaid for more than one month in advance and no Company is entitled to any refund of any rent or other sums heretofore paid to any landlord.
(f) No construction, alteration, decoration or other than the Purchaser) that are enforceable despite the continuation work due to be performed by any Company or any landlord pursuant to any Lease remains to be performed thereunder and all construction allowances to be paid to any Company or any other sums to be paid to outside contractors or other third parties for work performed at any of the Bankruptcy Cases Leased Real Properties has been paid in full.
(g) No Company has vacated or abandoned any of the Leased Real Properties, or given notice of its intent to (i) purchase, lease do the same. No Company has the right or option to purchase or otherwise acquire any interest in of the Leased Real Properties. No Company has given notice to any landlord indicating that it will or will not exercise any extension or renewal option, or any right or option to purchase any of the Owned Real Property or leases or subleases relating to the Leased Real PropertyProperties or any portion thereof.
Appears in 2 contracts
Sources: Purchase Agreement (Tower Group, Inc.), Purchase Agreement (OneBeacon Insurance Group, Ltd.)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) Schedule A of the Sellers’ Disclosure Schedule as ALSC 2017 Annual Statement lists all real property (collectively, the owner of a parcel of Owned “Real Property”) owned by ALSC. ALSC owns the Real Property has good free and valid title in fee simple clear of any right of any third party to such parcel; (ii) to the extent as are in any sell, convey or otherwise dispose of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellerssame. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Borrower owns no Real Property.
(bii) Section 3.09(b) Schedule A of the Sellers’ Disclosure Schedule ALSC 2017 Annual Statement lists the street address and legal description where appropriate of each parcel of describes briefly all real property leased or subleased by any Seller as tenant to Borrower or subtenant, as the case may be, which is used in ALSC. Borrower has delivered or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered made available to the Purchaser true Lender correct and complete copies of the said leases and subleases in effect at the date hereof (including all amendments thereto and assignments in subleases. With respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each material lease and sublease in respect of above:
(A) the Leased Real Property is a valid lease or sublease is legal, valid, binding, enforceable and Sellers have received no written notice of default except as disclosed in Section 3.09(bfull force and effect in all material respects;
(B) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicableNeither Borrower nor ALSC is, and have no additional monies Knowledge that any other party to the lease or sublease is, in material breach or default, and neither Borrower nor ALSC has any Knowledge that any event has occurred which, with notice or lapse of time, would constitute a material breach or default or permit termination, modification or acceleration thereunder;
(C) Neither Borrower nor ALSC has, and neither Borrower nor ALSC has Knowledge that any other party to the lease or sublease has, repudiated any material provision thereof;
(D) there are required no material disputes, oral agreements or forbearance programs in effect as to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.;
(cE) The Owned Real Property and the Leased Real Property constitute all of the real property used Neither Borrower nor ALSC has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the conduct of the Business.leasehold or subleasehold; and
(dF) Except as set forth in Section 3.09(d) all facilities leased or subleased thereunder have received all approvals of the Sellers’ Disclosure Schedule, Sellers have (i) Governmental Entities (including material licenses and permits) required in connection with the case of Owned Real Propertyoperation thereof and have been operated and maintained in accordance with applicable Laws, good rules and valid title to, regulations in all material respects and (ii) in any third-parties with private rights to limit or regulate the case use of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrancesoperation thereof.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Loan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement (Vespoint LLC), Loan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement (Midwest Holding Inc.)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any no Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(bSchedule 3.14 (b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of sets forth each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser and a true and complete copies list of the leases all leases, subleases, licenses, concessions and subleases in effect at the date hereof other agreements (whether written or oral), including all amendments thereto amendments, extensions renewals, guaranties and assignments other agreements with respect thereto, pursuant to which Seller or any of its Affiliates holds any Leased Real Property (collectively, the “Real Property Leases”). Seller has delivered to Purchaser a true and complete copy of each Real Property Lease. With respect to each Real Property Lease leased by Seller or its Affiliates:
(i) such Real Property Lease is valid, binding, enforceable and in respect thereof) relating to full force and effect, and Seller or the applicable Affiliate enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) Seller or the applicable Affiliate is not in material breach or default under such Lease, and there no event has not been occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a material breach or default, and Seller has paid all rent due and payable under such Lease through the date hereof;
(iii) Neither Seller nor the applicable Affiliate has received nor given any sublease notice of any default or assignment entered into event that with notice or lapse of time, or both, would constitute a default by Seller or such Affiliate under any of the Sellers in respect of the leases and subleases relating Real Property Leases and, to the Leased best of Seller’s knowledge, no other party is in default thereof, and no party to any Real Property. To Sellers’ KnowledgeProperty Lease has exercised any termination rights with respect thereto;
(iv) Neither Seller nor the applicable Affiliate has subleased, each lease and sublease in respect of assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No portion thereof; and
(v) Neither Seller has received notice of nor the applicable Governmental Authority altering Affiliate has pledged, mortgaged or otherwise granted a Lien on its zoning Laws so as to affect or potentially affect the leasehold interest in any Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(dlisted on Schedule 3.14 (c) of the Sellers’ Disclosure Schedule, Sellers have neither Seller nor any of its Affiliates has received any notice of (i) in the case material violations of Owned Real Property, good and valid title to, and (ii) in the case of building codes and/or zoning ordinances or other Applicable Laws affecting the Leased Real Property, valid and binding leasehold interests in all of their respective material assets(ii) existing, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options pending or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters affecting the operation of the Leased Real Property as currently operated.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Metalico Inc), Asset Purchase Agreement (Metalico Inc)
Real Property. (a) Notwithstanding the foregoing, prior to seeking indemnification from Seller and after first consulting with Seller, Buyer shall tender to the Title Company any matter, claim or Losses arising out of Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned 3.5 with respect to Real Property has good (collectively, a “Post-Closing Title Defect”). Buyer shall keep Seller reasonably apprised of its action against the Title Company including with respect to any proposed settlement or other resolution, and valid title shall inform the Seller in fee simple writing immediately upon final resolution of such Title Company claim. Buyer shall diligently pursue any such claims against the Title Company and, as between Buyer and Seller, Buyer shall do so at its sole cost and expense. In the event that Buyer makes any recovery against the Title Company with respect to such parcel; (ii) claim, then any potential Seller Indemnity with respect to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; such Post-Closing Title Defect shall be null and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyvoid.
(b) In the event that a Buyer claim against the Title Company as contemplated by Section 3.09(b9.7.4.1(a) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each a Post-Closing Title Defect does not result in any recovery despite the Buyer’s good faith efforts, and if the claim otherwise remains a potential indemnifiable Loss of Buyer, subject to limitations in this Article 9, then Seller shall have discretion to require Buyer to commence an eminent domain action in order to cure the Post-Closing Title Defect. If Buyer then commences an eminent domain action to cure such lease Post-Closing Title Defect, Seller shall be directly liable for and reimburse Buyer’s reasonable out-of-pocket costs, including reasonable attorney fees and any award of damages, actually incurred in Buyer’s prosecution of an eminent domain action to cure the Post-Closing Title Defect; provided, however, Seller shall have the right to direct settlement of the action or sublease, as applicablethe taking of other action to cure the Post-Closing Title Defect. No amount of reimbursement of out of pocket costs paid by Seller has received notice of under this Section 9.7.4.1(b) shall be considered in any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice calculation of the applicable Governmental Authority altering its zoning Laws so as to affect Basket or potentially affect the Leased Real PropertyCap.
(c) The Owned Real Property Notwithstanding anything to the contrary in this Agreement, Buyer shall only have a right to recovery of reasonable out of pocket costs from Seller under Section 9.7.4.1(b) if, no later than fifteen (15) months after the Closing Date and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedulecompliance with, Sellers have (i) in the case of Owned Real Property, good and valid title subject to, and (ii) in the case all requirements of the Leased Real PropertySections 9.7.4.1(a)-(b), valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options Buyer shall have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating commenced an eminent domain action with respect to the Leased Real PropertyPost-Closing Title Defect(s) for which such recovery is desired.
Appears in 2 contracts
Sources: Asset Sale Agreement, Asset Sale Agreement (NewPage CORP)
Real Property. (a) The real property described on Section 3.09(a3.12(a) of the Sellers’ Company Disclosure Schedule lists Letter (the street address, legal description where appropriate and “Owned Real Property”) constitutes all of the current owner of each parcel of real property in which any of currently owned by the Sellers has fee title (Company or equivalent) interest and which is used in or held for use in the conduct of the Businessits Subsidiaries. Except as described in Section 3.09(a3.12(a) of the Sellers’ Company Disclosure Schedule: (i) each Seller listed in Letter contains a true and complete list of all Owned Real Property. Section 3.09(a3.12(a) of the Sellers’ Company Disclosure Schedule as Letter sets forth (x) a description of the owner of a principal functions conducted at each parcel of Owned Real Property, (y) the commonly used street address of such Owned Real Property has good and valid title in fee simple to such parcel; (iiz) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed a legal description for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) Each of the Sellers’ Disclosure Schedule lists Company and the street address applicable Subsidiary has good and legal description where appropriate valid fee simple title to all Owned Real Property that it owns, free and clear of each parcel of real property leased or subleased by any Seller as tenant or subtenantall Liens, as except for Permitted Liens. The Company is the case may be, which is used in or held for use in the conduct only occupant of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Owned Real Property.
(c) The During the past three (3) years, no written notice of violation of any Laws (including, without limitation, any zoning law) or of any covenant, restriction or easement affecting any Owned Real Property and or any part of it or with respect to the Leased use or occupancy of such Owned Real Property constitute all or any part of it has been given by any Governmental Entity having jurisdiction over such Owned Real Property or by any other Person entitled to enforce the real property used in the conduct of the Businesssame.
(d) Except as set forth in Section 3.09(d) There are no existing or, to the Knowledge of the Sellers’ Disclosure ScheduleCompany, Sellers have (i) proposed, contemplated or threatened condemnation proceedings that would result in the case taking of all or any part of the Owned Real Property, good Property or that would materially and valid title to, and (ii) in adversely affect the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in current use any of the Owned Real Property or leases any part of it.
(e) There are no special assessments outstanding in respect of the Owned Real Property, nor has the Company or subleases relating the applicable Subsidiary received any written notice of proposed special assessments. To the Knowledge of the Company, no public improvements have been commenced and none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Owned Real Property.
(f) To the Knowledge of the Company, no part of the Owned Real Property has been designated or is threatened in writing to be designated or identified pursuant to any Laws as an historical site or building, or as habitat of an endangered or threatened species
(g) To the Knowledge of the Company, none of the Owned Real Property is located in a flood plain, flood hazard area, or wetland within the meaning of any Laws.
(h) Section 3.12(h) of the Company Disclosure Letter contains a list of all real property leased or subleased by the Company or any of its Subsidiaries from third parties (the “Leased Real Property”), which Leased Real Property encompasses all of the real property leased, subleased or licensed by the Company or any of its Subsidiaries as of the date of this Agreement, and sets out, in respect of each Lease: (1) the address of the Leased Real Property., (2) the date of the Lease and any amendment to it; (3) the original parties to the Lease and any amendment; (4) the size in rentable square feet of the premises demised by such Lease;
Appears in 2 contracts
Sources: Merger Agreement (Unified Grocers, Inc.), Merger Agreement (Supervalu Inc)
Real Property. (a) Section 3.09(a) Exhibit 1.55 attached hereto is a true, complete and correct list of all of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned or leased by the SellersCompanies. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as With respect to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) Exhibit 1.55 attached hereto: there are no pending or, to the Knowledge of Seller, threatened condemnation proceedings, lawsuits or administrative actions relating thereto; there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the Sellers’ Disclosure Schedule, Sellers have (i) in the case right to use or occupy any portion thereof; with respect to owned parcels of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, there are no outstanding options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire a parcel or any portion thereof or interest therein; to the Knowledge of Seller, there are no Persons (other than Seller or the Companies) in possession of the parcel, other than tenants under leases or subleases disclosed in Exhibit 1.55 attached hereto who are in possession of space to which they are entitled under such lease or sublease; to the Knowledge of Seller, there is no existing violation of or nonconformity with, and Seller is not under investigation with respect to, has not been charged with and has not received any written notice of any alleged violation of or nonconformity with, any restriction, condition, covenant, commitment, contract or agreement relating thereto, the non-compliance with which would have a Material Adverse Effect; prior to Closing, Seller will deliver to Buyer any surveys of any part of the owned Real Property that may be in the possession of Seller or the Companies; there are no encroachments of buildings or improvements comprising a part of the Real Property onto adjacent property or onto any easements encumbering such Real Property which would have a Material Adverse Effect; and Seller has obtained and delivered to Buyer the commitment (together with copies of all documentary exceptions listed or referred to therein, hereinafter referred to as the "Title Commitment") of Lawyers Title Insurance Corporation (the "Title Company") to issue one or more owner’s policies of title insurance insuring in one of the Companies good and marketable fee simple title to each parcel of Real Property on ALTA Owner’s Form 1992, with no exceptions from coverage other than those pre-printed on the policy and the Permitted Liens. If Buyer desires to obtain, at its sole cost, such owner’s policies of title insurance at Closing, Seller agrees (i) to execute and deliver to Buyer at Closing the Title Company’s standard form of owners affidavit as to mechanics’ liens and possession (with such modifications thereto as are necessary in order to make the affidavit factually accurate), (ii) to use reasonable efforts to comply with the customary and applicable requirements of Seller contained in the Title Commitment to have such policies issued and (iii) to use reasonable efforts to clear up any of the Owned exceptions from coverage pre-printed on the Title Commitment that do not in fact affect the Real Property; provided, however, that Seller shall not be required to obtain updated or new surveys of any parcel of Real Property or leases or subleases relating and that receipt of such owner’s policies by Buyer shall not be a condition precedent to the Leased Real PropertyBuyer’s obligations hereunder.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Chesapeake Corp /Va/)
Real Property. (a) Each of Parent and its subsidiaries has good and marketable title in fee simple to all real properties owned by it and all buildings, structures and other improvements located thereon and valid leaseholds in all real estate leased by it, other than Parent Permitted Liens. Section 3.09(a) 4.19 of the Sellers’ Parent Disclosure Schedule lists sets forth a complete list of all (i) real property owned by Parent or its subsidiaries as of the street addressdate hereof; and (ii) real property leased, legal description where appropriate subleased, or otherwise occupied or used by Parent and the current owner of its Subsidiaries as lessee. With respect to each parcel of real property in which leased, subleased, or otherwise occupied or used by the Parent or any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except its Subsidiaries as described in Section 3.09(a) of the Sellers’ Disclosure Schedulelessee: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding Parent or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there subsidiary has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease leasehold interest or sublease other right of use and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assetsoccupancy, free and clear of any LiensLiens on such leasehold interest or other rights of use and occupancy, exceptor any covenants, easements or title defects known to or created by the Parent or the applicable subsidiary, except as do not materially affect the occupancy or uses of such property. Each of the Parent's and its subsidiaries' agreements with respect to real property leased, subleased, or otherwise occupied or used by the Parent as lessee is in each casefull force and effect and has not been amended. Neither the Parent or the applicable subsidiary nor, for Permitted Encumbrancesto the knowledge of the Parent or the applicable subsidiary, any other party thereto, is in material default or material breach under any such agreement. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default by the Parent or the applicable subsidiary under any of such agreement and, to the knowledge of the Parent or the applicable subsidiary, there is no breach or anticipated breach by any other party to such agreements.
(eb) Except as set forth As used in this Agreement, Parent Permitted Liens shall mean: (i) any Lien reflected in Section 3.09(e4.19(b)(i) of the Sellers’ Parent Disclosure Schedule, no options (ii) Liens for Taxes not yet due or rights delinquent or as to which there is a good faith dispute and for which there are adequate provisions on the books and records of first offer Parent in accordance with GAAP, (iii) with respect to real property, any Lien, encumbrance or rights other title defect which is not in a liquidated amount (whether material or immaterial) and which does not, individually or in the aggregate, interfere materially with the current use or materially detract from the value or marketability of first refusal such property (assuming its continued use in the manner in which it is currently used) and (iv) inchoate materialmen's, mechanics', carriers', workmen's and repairmen's liens arising in the ordinary course and not past due and payable or similar rights or options have been granted the payment of which is being contested in good faith by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Propertyappropriate proceedings.
Appears in 2 contracts
Sources: Merger Agreement (Front Porch Digital Inc), Merger Agreement (Front Porch Digital Inc)
Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(ahas (and will convey to the Purchaser or its designee) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; the Property, subject only to the Permitted Encumbrances.
(ii) to All leases, licenses, easements, rights-of-way, and other agreements, written or oral, for the extent as are in use, possession and/or occupancy of any portion of the Sellers’ possessionProperty (collectively, the Sellers “Occupancy Agreements”) are set forth on Schedule 5.1(c) hereto. Each of the Occupancy Agreements is in full force and effect, all rents due under each of the Occupancy Agreements have made available been timely paid, and there has been no written notice sent by any party thereto of any outstanding, uncured default under any Occupancy Agreement. Penn has (and, upon their execution and delivery of the Joinder, the Seller Parties have) delivered to the Purchaser true, correct and complete copies of each deed for each parcel and every Occupancy Agreement. Neither Seller nor, to Seller’s Knowledge, any other party to any such Occupancy Agreement is in default in any respect thereunder. There does not exist any occurrence, event, condition or act which, upon the giving of Owned Real Property; and notice or the lapse of time or both, would become a default by Seller or, to Seller’s Knowledge, any other Person to such Occupancy Agreement.
(iii) all buildings situated on To Seller’s Knowledge, the Owned Real Seller has not received written notice that, the Property form a part or any portion thereof is in violation of any applicable Legal Requirements in any material respects, except for such violations which, individually or in the aggregate, would not adversely affect in any material respect Seller’s current use of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(biv) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Seller’s Knowledge, the security deposit required pursuant to each lease Improvements are in good condition and sublease in respect repair and are adequate for the use, occupancy and operation of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(dv) Except No leasing, brokerage or similar commissions or finder’s fees are owed with respect to the Property and/or any Occupancy Agreements.
(vi) There are no pending Legal Proceedings and none, to Seller’s Knowledge, have been threatened in writing to Seller relating to the Property and/or the interests of Seller therein which would be reasonably likely to interfere in any material respect with the use, occupancy, ownership, improvement, development and/or operation of the Property and/or the interest of Seller therein, except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted EncumbrancesSchedule 5.1(d).
(evii) Neither Seller Party has received written notice that either the whole or any part of the Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, nor, to Seller’s Knowledge, has any such condemnation or other taking been threatened or contemplated. No Seller Party has entered into any agreement in lieu of condemnation therefor.
(viii) Except as set forth in Section 3.09(e) for Liens which are required to be cured at or prior to Closing pursuant to this Agreement, to Seller’s Knowledge the Property is free of Encumbrances other than Permitted Encumbrances on the use, occupancy, ownership, improvement, development and/or operation of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.
Appears in 2 contracts
Sources: Purchase Agreement (Boyd Gaming Corp), Purchase Agreement (Penn National Gaming Inc)
Real Property. (a) Section 3.09(a) of Neither the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which Company nor any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in its Subsidiaries owns any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertyreal property.
(b) Section 3.09(b3.08(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of Letter sets forth all material real property leased or subleased by the Company or any Seller of its Subsidiaries as tenant lessee or subtenant, lessor as the case may be, which is used in or held for use in the conduct of the Business, and date hereof (the identity of the lessee of each such parcel of Leased Real Property“Premises”). To the extent as are in any of the Sellers’ possession, the Sellers have delivered made available to the Purchaser true Buyer true, correct and complete copies of the all leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there Premises (the “Leases”). Neither the Company nor any of its Subsidiaries has not been entered into any material sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property.
(c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances.
(e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller option granting to any Person (other than the PurchaserCompany or any of its Subsidiaries, as applicable) the right to use or occupy the Premises or any portion thereof or interest therein, other than those entered into in the Ordinary Course of Business or that are enforceable despite do not materially or adversely impact the continuation current use of the Bankruptcy Cases Premises by the Company or any of its Subsidiaries, as applicable. With respect to each Lease, (i) purchasesuch Lease is a valid and binding obligation of the Company and its Subsidiaries, lease in each case, to the extent such Person is a party thereto (collectively, the Company and its Subsidiaries that are a party thereto, the “Company Lease Party”), and, to the Knowledge of Sellers, each other party thereto, and is in full force and effect; (ii) the Company Lease Party is not, and, to the Knowledge of Sellers, all other parties thereto are not, in material breach or otherwise acquire material default in any respect under the terms thereof and, to the Knowledge of Sellers, no event has occurred that, with notice or lapse of time or both, would constitute a material breach or material default or permit termination, modification or acceleration thereunder; and (iii) the Company Lease Party has not assigned, transferred, conveyed, mortgaged, or deeded in trust any interest in the leasehold or sub-leasehold of any Lease. None of the Company or any of the Owned Real Property its Subsidiaries has received any written notice that any Premises is subject to any Order to be sold, condemned, expropriated or leases otherwise taken by any Governmental Authority, with or subleases relating to the Leased Real Propertywithout payment of compensation therefor.
Appears in 2 contracts
Sources: Contribution Agreement (M I Acquisitions, Inc.), Contribution Agreement (M I Acquisitions, Inc.)
Real Property. (a) Section 3.09(aSection 4.10(a) of the Sellers’ Company Disclosure Schedule lists contains a complete list, as of the street addressdate hereof, legal description where appropriate of all material real property leases, including all amendments, partial terminations, extensions, and modifications thereof, pursuant to which the applicable Company Entity is lessee of material real property (the “Leases”, and such real properties, the “Leased Real Property”) and the current owner Easements (as defined below). As of each parcel the date hereof, the applicable Company Entities have a valid leasehold estate in all Leased Real Property, free and clear of real property in which all Liens, other than Permitted Liens. None of the Sellers nor any of the Sellers has fee title Company Entities are (with or equivalentwithout notice or lapse of time or both) interest in breach or default under any Lease that is, or would reasonably be expected to be, material and which is used in or held for use in adverse to the conduct Company Entities. None of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in Sellers nor any of the Sellers’ possessionCompany Entities have sent or received written notice of the termination, cancellation or non-renewal of, or alleging the Sellers have made available breach of or challenging the rights conveyed under, any Lease that is, or would reasonably be expected to be, material and adverse to the Purchaser Company Entities. No Company Entity has waived any material right under any Lease to which it is a party that is, or would reasonably be expected to be, material and adverse to the Company Entities. The applicable Companies have Made Available to Purchaser, copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice Leases as in effect as of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Propertydate of this Agreement.
(b) Section 3.09(b) For purposes hereof, the term “Easements” shall mean all material easement agreements, right of way agreements, franchise agreements, and licenses of real property, including all material amendments, partial terminations, extensions, and modifications thereof, pursuant to which the applicable Company Entity has a beneficial easement, license, or right to use or occupy material real property owned by third parties and that is not Leased Real Property or Owned Real Property (such real properties, the “Easement Real Property”). The Easements and the Leases are defined herein as the “Real Property Documents”. As of the Sellers’ Disclosure Schedule lists date hereof, the street address applicable Company Entities have valid Easements to use and legal description where appropriate occupy all Easement Real Property, free and clear of each parcel of real property leased or subleased by any Seller as tenant or subtenantall Liens, as the case may be, which is used in or held for use in the conduct other than Permitted Liens. None of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in Sellers nor any of the Sellers’ possessionCompany Entities (with or without notice or lapse of time or both) is in breach or default under any Easement that is, or would reasonably be expected to be, material and adverse to the Company Entities. Since the Lookback Date, none of the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by nor any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease Company Entities have sent or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) the termination, cancellation or non-renewal of, or alleging the breach of or challenging the Sellers’ Disclosure Schedulerights conveyed under, any Easement that is, or would reasonably be expected to be, material and adverse to the Company Entities. To Sellers’ KnowledgeSince the Lookback Date, the security deposit required pursuant no Company Entity has waived any material right under any Easement to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently useda party. No Seller has received notice The applicable Companies have Made Available to Purchaser, copies of each of the applicable Governmental Authority altering its zoning Laws so Easements as to affect or potentially affect in effect as of the Leased Real Propertydate of this Agreement.
(c) The Section 4.10(c) of the Company Disclosure Schedule contains a list, as of the date hereof, of all material real property owned by the applicable Company Entities (the “Owned Real Property” and together with the Easement Real Property and the Leased Real Property constitute all Property, the “Real Property”). As of the real property used in the conduct of the Business.
(d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Scheduledate hereof, Sellers have (i) in the case of applicable Company Entities have good and valid fee simple title to all Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any all Liens, exceptother than Permitted Liens, in each case, for Permitted Encumbrances.
(eii) Except as set forth in Section 3.09(e) no Company Entity has leased or otherwise granted to any Person rights to use or occupy the Owned Real Property that would reasonably be expected to materially impair the use or the operation of the Sellers’ Disclosure Schedulebusiness of the Company Entities at the Owned Real Property or that is not a Permitted Lien, and (iii) there are no options or outstanding options, rights of first offer or rights of first refusal in favor of any third party to purchase any Owned Real Property.
(d) With respect to each Project listed on Section 4.10(d) of the Company Disclosure Schedule, Sellers have Made Available a true and complete as-built survey, depicting the location of all of the Project facilities as of the date of such survey, and, to the Knowledge of the applicable Seller, since the date hereof, there have been no material changes in the location of any such Project facility.
(e) With respect to each Project, Sellers have Made Available to Purchaser, solely to the extent in their possession an owner’s, or lender’s policy of title insurance in the name of the applicable Company Entity, insuring the applicable Company Entity’s title in all real property interests necessary to own and operate the applicable Project.
(f) Except as would not be material to the Company Entities or pursuant to Contracts Made Available to Purchaser, no Company Entity is bound as sublessor by any existing subleases of any of its existing Leased Real Property interests.
(g) Except as would not be material to the Company Entities, none of the Sellers or Company Entities have received any notice in writing of, and there does not exist, any (i) pending or threatened in writing or, to the Knowledge of the applicable Seller, threatened orally condemnation or similar rights proceeding affecting any Real Property, (ii) violation of any building code, land use, zoning or options have been granted other similar limitation, restriction or Law by the current use of the Real Property, or any Seller intended use of a Real Property by a Company Entity, as currently designed by the Sellers or such Company Entities, (iii) special assessments proceeding pending or threatened in writing or, to the Knowledge of the applicable Seller, threatened orally with respect to any Person interest in Real Property or (iv) notices of violation with respect to any Easements, covenants and restrictions or other similar charges or encumbrances on or with respect to the Real Property.
(h) The Real Property Documents provide the Company Entities with real property interests sufficient to enable the applicable Project Companies to operate the Projects as they are currently operated, subject to and in accordance with all applicable Laws, Permits, and material Contracts and no material land rights, interests in real property, crossing agreements or consents other than the Purchaserinterests held under the Real Property Documents, are necessary for access to and operation (as currently conducted) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of Projects by the Owned Real Property or leases or subleases relating to the Leased Real PropertyCompany Entities.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Clearway Energy, Inc.), Purchase and Sale Agreement (Clearway Energy LLC)