Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate: (i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances"); (ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder; (iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease; (v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal; (vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof; (vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; (viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and (ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) of Schedule 4.4(a) indicates by map attached thereto the Disclosure Schedule lists Site and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all each other parcel of the Real Estate). The Property and indicates the Seller has delivered to or the Buyers correct and complete copies Sellers owning each parcel of the LeasesReal Property. With respect Each such Seller is the owner of and has valid title to each parcel of the Real Estate:
(iProperty indicated on Schedule 4.4(a) the Seller has good and marketable title to all of the Owned Real Estate as being owned by such Seller, free and clear of all liensLiens arising by, chargesthrough or under Sellers, mortgagesother than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, security interestsor any building or improvement located thereon, easementscurrently violates any Law in any material respect, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current including those Laws relating to zoning, building, land use, occupancy health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or value or the marketability of title compliance of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectivelyReal Property therewith. Except for any applicable Permitted Lien, the "Permitted no Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases Property is subject to any lease written governmental decree or order specifically issued with respect to such Real Property (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Sellers’ Knowledge, any threatened or proposed special assessments with respect to order) requiring the repair, removal or alteration of any of improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Estate; (ii) Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Seller's Sellers’ Knowledge, threatened condemnation proceedings with respect to against any of the Real Estate; Property or any improvement thereon.
(iiid) structural or mechanical defects in any Schedule 1.1-A describes each of the buildings Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or improvements located on their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Real Estate; (iv) any Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Seller's KnowledgeKnowledge of the Sellers, threatened changed in any zoning laws or ordinances which may materially adversely affect claims that (x) any of the Real Estate Existing Easements are not valid, or Seller's that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof;
(vii) . Subject to Section 6.7, the Seller has not assignedSellers shall convey all of their right, transferred, conveyed, mortgaged, deeded in trust, or encumbered any title and interest in the Leases or its rights thereunder;
(viii) and to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, Existing Easements free and clear of any Security Interestall Liens arising by, easementthrough or under the Sellers, covenantother than Permitted Liens. The Easement Facilities are being transferred AS-IS, or other restrictionWHERE-IS, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesWITH ALL FAULTS.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Texas Petrochemicals Inc.), Asset Purchase Agreement (Huntsman International LLC), Asset Purchase Agreement (Texas Petrochemicals Inc.)
Real Property. Section 2(i(a) of the Disclosure Schedule lists The Company does not own (and describes briefly all Owned Real Estate and has never owned) any real property leased or any ownership interest therein.
(b) Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements to which the Seller Company is a party that are for the use or occupancy of real estate (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct “Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the Leases. With respect parcels of real property related to the Real Estate:
(iLeases identified on Schedule 3.12(b) are referred to herein collectively as the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances"“Leased Premises”);
(ii) the . The Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or lapse of timeboth, would constitute cause a breach of or default thereunder or permit terminationunder any Lease. The Company has a valid leasehold interest in each of its Leased Premises, modification, or acceleration thereunder;free and clear of any and all Liens.
(ivc) there The buildings and structures that are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none part of the Owned Real Estate Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the Seller's Knowledgedate of this Agreement, none and are structurally sound. All of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no Leased Premises (i) actual orhas direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Seller's KnowledgeKnowledge of the Company, proposed there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessments assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Real Estate; Leased Premises.
(iid) pending orExcept for the Leases, to the Seller's KnowledgeCompany has not entered into any lease, threatened condemnation proceedings sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Real Estate; (iii) structural Leased Premises is subject to any commitment or mechanical defects other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesLeased Premises.
Appears in 4 contracts
Sources: Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Danam Health, Inc)
Real Property. Section 2(i(a) Schedule 5.9 contains a brief ------------- ------------ description of (i) each parcel of real property owned by any Company (the "Owned ----- Real Property") and (ii) each option held by any Company to acquire any real ------------- property. Schedule 5.9 sets forth a list of each lease or similar agreement ------------ under which any Company is lessee of, or holds or operates, any real property owned by any third Person, except those which are terminable by such Company without penalty on 60 days' or less notice or which provide for annual lease payments of less than $75,000 (the "Leased Real Property"). --------------------
(b) The Owned Real Property is in conformity with all deed restrictions and other covenants and conditions recorded or running with the land. The current use and operation of the Owned Real Property is in substantial conformity with the certificate(s) of the Disclosure Schedule lists and describes briefly all occupancy issued for such Owned Real Estate Property. All of the buildings, structures, equipment and real property leased other tangible assets of the Companies located on the Owned Real Property are sufficient to support the conduct of the Business by the Companies as currently conducted at such Owned Real Property.
(c) Neither the whole nor any part of any of the Owned Real Property or, to the Seller (includingKnowledge of Parent, without limitationany Leased Real Property is subject to any pending suit for condemnation or other taking by any Governmental Body, complete legal descriptions for all of the Real Estate). The Seller has delivered and, to the Buyers correct Knowledge of Parent, no such condemnation or other taking is threatened.
(d) Parent makes the following representations and complete copies of the Leases. With warranties with respect to the Downers Grove Real EstateProperty:
(i) the Seller has good Leases. Schedule 5.9(d) contains a complete and marketable title to all correct list ------ --------------- of the Owned Downers Grove Real Estate free Property Leases, true and clear correct copies of all lienswhich Parent has made available to Buyer. Except as set forth in Schedule 5.9(d), charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title --------------- (A) each of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Downers Grove Real Estate Encumbrances");
(ii) the Property Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and is in full force and effect;
effect and is enforceable against Parent and, to the Knowledge of Parent, the other parties thereto, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles; (iiiB) no party Parent is not in, nor, to any Lease is in the Knowledge of Parent, alleged to be in, breach or violation of or default under any of the Downers Grove Real Property Leases; (C) all rental or has repudiated any provision thereof), other payments due under the Downers Grove Real Property Leases as of the date hereof have been paid in full and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
rental payments have been paid more than one month in advance; (ivD) there are no disputesleasing commissions or tenant improvements allowances, oral agreements, payments or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate credits presently due and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase unpaid or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments which could become due with respect to any of the Downers Grove Real EstateProperty Lease; and (iiE) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to no tenant under any of the Downers Grove Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Property Lease has priority over withheld any other interest except payments under its Downers Grove Real Property Lease for any reason, nor has any tenant exercised or threatened to exercise any retention or set-off whatsoever against the fee interest therein and Permitted Real Estate Encumbrancesrentals payable thereunder.
Appears in 3 contracts
Sources: Purchase Agreement (Aramark Worldwide Corp), Purchase Agreement (Aramark Worldwide Corp), Purchase Agreement (Aramark Corp)
Real Property. Section 2(iThe Company does not own any real property. (S) 4A(k) of the Seller's Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased or subleased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)Company. The Seller has delivered to the Buyers Buyer correct and complete copies of the Leasesleases and subleases listed in (S) 4A(k) of the Seller's Disclosure Schedule (as amended to date). With Except as disclosed on (S) 4A(k) of the Seller's Disclosure Schedule, with respect to each lease and sublease listed in (S) 4A(k) of the Real EstateSeller's Disclosure Schedule:
(iA) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions The lease or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, sublease is legal, valid, binding, enforceable, and in full force and effect;
(iiiB) The lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby except for the leased premises covered by the New Lease;
(C) The Company is not in material breach or default of any lease or sublease, and to the Seller's Actual Knowledge, no third party to any Lease such lease or sublease is in material breach or default (or has repudiated any provision thereof)material default, and to the Seller's Actual Knowledge, no event has occurred which, with notice or lapse of time, would constitute a material breach or material default thereunder or permit termination, modification, or acceleration thereunder;
(ivD) there are no disputes, oral agreements, or forbearance programs in effect as with respect to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual oreach sublease, to the Seller's Sellers' Actual Knowledge, proposed special assessments the representations and warranties set forth in subsections (A) through (C) above are true and correct with respect to any of the Real Estateunderlying lease; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;and
(viiE) the Seller Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restrictionsubleasehold, except for Customarily Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesLiens.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc)
Real Property. (a) Section 2(i3.20(a) of the Disclosure Schedule lists and describes briefly all lists: (i) the street address of each parcel of Owned Real Estate Property, (ii) the current owner of each such parcel of Owned Real Property and real property leased (iii) the current use of each such parcel of Owned Real Property.
(b) Section 3.20(b) of the Disclosure Schedule lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use of each such parcel of Leased Real Property.
(c) The Company has made available to the Seller Purchaser, or shall make available to the Purchaser within three (3) Business Days after the date hereof, true, legible and complete copies, to the extent available, of all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, Permits, other Encumbrances, title documents and other documents relating to or otherwise affecting the Real Property, the operations of the Company or any Subsidiary thereon or any other uses thereof. Either the Company or a Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property. Neither the Company nor any Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement, nor has the Company or any Subsidiary assigned its interest under any lease or sublease listed in Section 3.20(b) of the Disclosure Schedule to any third party.
(d) The Company has, or has caused to be, delivered to the Purchaser true and complete copies of all leases and subleases listed in Section 3.20(b) of the Disclosure Schedule and any and all ancillary documents (the "Ancillary Lease Documents") pertaining thereto (including, but not limited to, all amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including, without limitation, complete legal descriptions consents for all alterations, assignments and sublets, documents recording variations, memoranda of the Real Estatelease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estateeach such lease and sublease:
(i) such lease or sublease, together with all Ancillary Lease Documents delivered pursuant to the Seller has good first sentence of this Section 3.20(d), is in full force and marketable title effect and represents the entire agreement between the respective landlord and tenant with respect to all of the Owned such Leased Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances")Property;
(ii) the Leases are and, following the Closing such lease or sublease will continue not cease to be, legal, valid, binding, enforceable, and be in full force and effecteffect on terms identical to those currently in effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such lease or sublease or otherwise give the landlord a right to terminate such lease or sublease;
(iiiA) no neither the Company nor any Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither the Company nor any Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured;
(iv) none of the Company, any Subsidiary or, to the knowledge of the Company, any other party to any Lease such lease or sublease is in breach or default (or has repudiated in any provision thereof)material respect and, and to the knowledge of the Company, no event has occurred whichthat, with notice or lapse of time, would constitute such a breach or default thereunder or permit termination, modification, modification or acceleration thereunder;
(iv) there are no disputes, oral agreements, under such lease or forbearance programs in effect as to any Lease;sublease; and
(v) none neither the Company nor any Subsidiary has exercised or given any notice of the Owned Real Estate and to the Seller's Knowledgeexercise of, none nor has any lessor or landlord exercised or received any notice of the properties subject to the Leases is subject to exercise by a lessor or landlord of, any lease (other than Leases)option, option to purchase or rights right of first refusal;offer or right of first refusal contained in any such lease or sublease, including, without limitation, any pertaining to purchase, expansion, renewal, extension or relocation (collectively, "Options").
(vie) except for Permitted Real Estate Encumbrances, there There are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to condemnation proceedings or eminent domain proceedings of any of the Real Estate; (ii) kind pending or, to the Seller's Knowledgeknowledge of the Company, threatened condemnation proceedings with respect against the Real Property.
(f) All the Real Property is occupied under a valid and current certificate of occupancy or similar permit, the transactions contemplated by this Agreement will not require the issuance of any new or amended certificate of occupancy and, to any the knowledge of the Company, there are no facts that would prevent the Real Estate; Property from being occupied by the Company or any Subsidiary, as the case may be, after the Closing in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing.
(iiig) structural or mechanical defects in any of the buildings or No improvements located on the Real Estate; (iv) Property and none of the current uses and conditions thereof violate any pending orEncumbrance, applicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances, and no permits, licenses or certificates pertaining to the Seller's Knowledge, threatened changed in any zoning laws ownership or ordinances which may materially adversely affect any operation of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities improvements on the Real Estate have received all approvals of governmental authorities (including licensesProperty, permits and zoning approvals) required in connection other than those which are transferable with the operation thereof and have been operated and maintained in accordance with applicable lawsReal Property, rules, and regulations; andare required by any Governmental Authority having jurisdiction over the Real Property.
(ixh) to All improvements on any Real Property are wholly within the Seller's Knowledge, the owner lot limits of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted such Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD)
Real Property. Section 2(i(i) ss.3(l)(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)Sewcal. The Seller Sewcal has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good leases and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed subleases listed in Section 2(iss.3(l)(ii) of the Disclosure Schedule (collectively, as amended to date). With respect to each lease and sublease listed in ss.3(l)(ii) of the "Permitted Real Estate Encumbrances");Disclosure Schedule to the best of Sellers knowledge:
(iiA) the Leases are and, following the Closing will continue to be, lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(iiiB) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in ss.2 above);
(C) no party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(ivD) no party to the lease or sublease has repudiated any provision thereof;
(E) there are no disputes, oral agreements, or forbearance programs in effect as to any Leasethe lease or sublease;
(vF) none of with respect to each sublease, the Owned Real Estate representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalunderlying lease;
(viG) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller Sewcal has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viiiH) to the Seller's Knowledge, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits licenses and zoning approvalspermits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(I) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Freedom Surf Inc), Asset Purchase Agreement (Freedom Surf Inc), Asset Purchase Agreement (Freedom Surf Inc)
Real Property. Section 2(i(a) Schedule 5.11(a)(i) of the Chevron Disclosure Schedule lists and describes briefly identifies all Owned Real Estate and real property leased assets the fee title to which is owned, beneficially and/or of record, by Chevron as of the date of this Agreement and which are material to the Seller (including, without limitation, complete legal descriptions for all businesses of C Chem. Schedule 5.11(a)(ii) of the Real Estate). The Seller has delivered Chevron Disclosure Schedule identifies all real property assets a leasehold interest in which is owned, beneficially and/or of record, by Chevron as of the date of this Agreement and which are material to the Buyers correct and complete copies businesses of the Leases. C Chem.
(b) With respect to any real property owned or leased by Chevron (the "C Chem Real Estate:
(i) the Seller Property"), Chevron has good and marketable title valid fee or leasehold title, as the case may be, to all of the Owned Real Estate real property owned or leased by Chevron, in each case, free and clear of all liensLiens, chargesexcept for Permitted Encumbrances, mortgages, security interests, easements, restrictions defects in title or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing Liens described on Schedules 5.11(a)(i) and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i5.11(a)(ii) of the Chevron Disclosure Schedule and other defects in title or Liens that, individually or in the aggregate, do not and would not reasonably be expected to have a Material Adverse Effect on C Chem.
(collectivelyc) Each of the leases (including subleases) to which Chevron is a party (the "C Chem Leases") is a valid, binding and enforceable (except as such enforceability may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors' rights generally) obligation of each of the lessee and the lessor under such C Chem Lease, and neither Chevron nor, to Chevron's knowledge, the "Permitted Real Estate Encumbrances");
other party to any C Chem Lease is in default under such C Chem Lease in any material respect, other than such defaults, if any, which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on C Chem. As of the date of this Agreement, except where, individually or in the aggregate, there would not reasonably be expected to be a Material Adverse Effect on C Chem or as otherwise set forth on Schedule 5.11(a)(i) of the Chevron Disclosure Schedule, (i) the enforceability of any of the C Chem Leases will not be impaired by the execution or delivery of this Agreement or the Amended LLC Agreement, (ii) the Leases are and, following execution and delivery of this Agreement or the Closing Amended LLC Agreement or the consummation of the transactions contemplated by this Agreement or the Amended LLC Agreement will continue not entitle the lessor under any C Chem Lease to be, legal, valid, binding, enforceableterminate such C Chem Lease prior to the scheduled expiration thereof, and in full force and effect;
(iii) no party neither Chevron nor any C Chem Subsidiary is currently participating in any discussions or negotiations regarding termination of any C Chem Lease of a property at which C Chem conducts business operations prior to any the scheduled expiration of such C Chem Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse by reason of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration alleged breach by the tenant thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 3 contracts
Sources: Contribution Agreement (Chevron Corp), Contribution Agreement (Phillips Petroleum Co), Contribution Agreement (Chevron Phillips Chemical Co LLC)
Real Property. Section 2(iThe Company does not own any real property. SECTION 4A(k) of the Seller's Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased or subleased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)Company. The Seller has delivered to the Buyers Buyer correct and complete copies of the Leasesleases and subleases listed in SECTION 4A(k) of the Seller's Disclosure Schedule (as amended to date). With Except as disclosed on SECTION 4A(k) of the Seller's Disclosure Schedule, with respect to each lease and sublease listed in SECTION 4A(k) of the Real EstateSeller's Disclosure Schedule:
(i) To the Seller has good and marketable title to all Knowledge of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectivelySeller, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(ii) To the Knowledge of Seller, the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(iii) The Company is not in material breach or default of any lease or sublease, and to the Seller's Knowledge, no third party to any Lease such lease or sublease is in material breach or default (or has repudiated any provision thereof)material default, and to the Seller's Knowledge, no event has occurred which, with notice or lapse of timetime or both, would constitute a material breach or material default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as with respect to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual oreach sublease, to the Seller's Knowledge, proposed special assessments the representations and warranties set forth in subsections (i) through (iii) above are true and correct with respect to any of the Real Estateunderlying lease; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;and
(viiv) the Seller Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restrictionsubleasehold, except for Customarily Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesLiens.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc)
Real Property. Section 2(iThe Company does not own any real property. (S) 4A(k) of the Sellers' Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased or subleased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)Company. The Seller has Sellers have delivered to the Buyers Buyer correct and complete copies of the Leasesleases and subleases listed in (S) 4A(k) of the Sellers' Disclosure Schedule (as amended to date). With Except as disclosed on (S) 4A(k) of the Sellers' Disclosure Schedule, with respect to each lease and sublease listed in (S) 4A(k) of the Real EstateSellers' Disclosure Schedule:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions lease or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, sublease is legal, valid, binding, enforceable, and in full force and effect;
(ii) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(iii) the Company is not in material breach or default of any lease or sublease, and to the Sellers' Knowledge, no third party to any Lease such lease or sublease is in material breach or default (or has repudiated any provision thereof)material default, and to the Sellers' Knowledge, no event has occurred which, with notice or lapse of time, would constitute a material breach or material default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there with respect to each sublease, to the Sellers' Knowledge, the representations and warranties set forth in subsections (i) through (iii) above are no disputes, oral agreements, or forbearance programs in effect as true and correct with respect to any Lease;the underlying lease; and
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restrictionsubleasehold, except for Customarily Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesLiens.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc)
Real Property. Section 2(i(a) All of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased owned by Sellers and used primarily in the business and operation of the Publications is identified on Schedule 3.10(a), together with all buildings, structures, residences, fixtures, landscaping, utility lines, roads, driveways, fences, parking areas, contiguous and adjacent entry rights, construction in progress, and all other improvements to such real property that are owned by Sellers or any Affiliate, located in and upon such real property, and used primarily in the business and operation of the Publications, together with all rights, privileges, and easements appurtenant to the Seller foregoing (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered foregoing collectively referred to as the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the “Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances"Property”);
(iib) Schedule 3.10(b) sets forth a complete and accurate list of all leasehold interests of Sellers used primarily in the Leases are and, following business and operation of the Closing will continue to be, legal, valid, binding, enforceable, Publications (the “Leased Real Property”). The Leased Real Property and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and Property are collectively referred to as the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;“Real Property”.
(vic) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good Good and marketable fee title to the underlying each parcel of real propertyOwned Real Property disclosed on Schedule 3.10(a) is owned by Sellers set forth on such schedule, free and clear of any Security InterestLiens, easementeasements, covenantrights-of-way, licenses, use restrictions, claims, charges, options, rights of first offer, rights of first refusal or other restrictiontitle defects, of any nature whatsoever, except for Permitted Encumbrances (as defined below). As used in this Agreement, the term “Permitted Encumbrances” means (i) Liens for Taxes not yet due and payable; (ii) Liens for Taxes which are being contested in good faith and by appropriate proceedings in the amount of which a reserve has been created and set forth on the Closing Date Balance Sheet; (iii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business consistent with past practice or which are being contested in good faith and by appropriate proceedings in the amount of which a reserve has been created on the Closing Date Balance Sheet (which reserve under clauses (ii) or (iii) shall, to the extent Sellers are successful in finally, definitively and irrevocably contesting any such Liens and Buyer effectively gets the benefit thereof, will upon written notice and delivery of satisfactory proof thereof, be refunded to Sellers); (iv) easements, rights-of-way, encroachments, licenses, restrictions, conditions and other similar encumbrances which do not materially interfere with the current use of any of the Owned Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.Property;
Appears in 3 contracts
Sources: Asset Purchase Agreement (Morris Publishing Finance Co), Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (Morris Publishing Finance Co)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) i. the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) . the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) . no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) . there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) v. none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) . except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) . the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) . to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) . to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the real property owned by the Company or its Subsidiaries (the “Owned Real Estate:
Property”), (iA) the Seller Company or one of its Subsidiaries, as applicable, has good and marketable title to all of the Owned Real Estate Property, free and clear of all liensany Encumbrance, charges(B) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, mortgagesor any portion thereof or interest therein, security interests, easements, restrictions or other encumbrances and (C) neither the Company nor any of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted its Subsidiaries leases Owned Real Estate Encumbrances");Property to anyone else.
(ii) With respect to the Leases are andreal property leased or subleased to the Company or its Subsidiaries (the “Leased Real Property”), following the Closing will continue to be, legal, lease or sublease for such property is valid, legally binding, enforceable, enforceable and in full force and effect;
(iii) no party to , and none of the Company or any Lease of its Subsidiaries is in material breach of or default (under such lease or has repudiated any provision thereof)sublease, and no event has occurred which, with notice or notice, lapse of timetime or both, would constitute a breach or default thereunder by any of the Company or its Subsidiaries or permit termination, modification, modification or acceleration by any third party thereunder;.
(iii) Section 5.1(k)(iii) of the Company Disclosure Letter contains a true and complete list of all Owned Real Property and Leased Real Property. Section 5.1(k)(iii) of the Company Disclosure Letter sets forth a correct street address and such other information as is reasonably necessary to identify each parcel of Owned Real Property.
(iv) there are no disputesFor purposes of this Section 5.1(k) only, oral agreements“Encumbrance” means any mortgage, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledgelien, none of the properties subject to the Leases is subject to any lease (other than Leases)pledge, option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrancescharge, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interestsecurity interest, easement, covenant, or other restrictionrestriction or title matter or encumbrance of any kind in respect of such asset but specifically excludes (a) specified encumbrances described in Section 5.1(k)(iv) of the Company Disclosure Letter; (b) encumbrances for current Taxes or other governmental charges not yet due and payable; (c) mechanics’, except for Permitted carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business consistent with past practice relating to obligations as to which there is no default on the part of the Company, or the validity or amount of which is being contested in good faith by appropriate proceedings; (d) other encumbrances that do not, individually or in the aggregate, materially impair the continued use, operation, value or marketability of the specific parcel of Owned Real Estate Encumbrances Property to which they relate or the conduct of the business of the Company and Seller's leasehold interest in each Lease has priority over its Subsidiaries as presently conducted; (e) restrictions or exclusions which would be shown by a current title report or similar report; and (f) any condition or other interest except for the fee interest therein matter, if any, that may be shown or disclosed by a current and Permitted Real Estate Encumbrancesaccurate survey or physical inspection.
Appears in 3 contracts
Sources: Merger Agreement (McJunkin Red Man Corp), Merger Agreement (Goldman Sachs Group Inc), Merger Agreement (McJunkin Red Man Holding Corp)
Real Property. Target does not own any real property. Section 2(i4(m) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased or subleased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)Target. The Seller Transferor has delivered to the Buyers North American correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good leases and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed subleases listed in Section 2(i4(m) of the Disclosure Schedule (collectively, as amended to date). With respect to each lease and sublease listed in Section 4(m) of the "Permitted Real Estate Encumbrances");Disclosure Schedule:
(iiA) the Leases are and, following the Closing will continue to be, lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(iiiB) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(C) no party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(ivD) no party to the lease or sublease has repudiated any provision thereof;
(E) there are no disputes, oral agreements, or forbearance programs in effect as to any Leasethe lease or sublease;
(vF) none Target has not received a notice from the lessor indicating that the lease will not be renewed at the end of its current term for any additional terms provided for in the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusallease;
(viG) except the term of the lease will continue for Permitted Real Estate Encumbrances, there are no a minimum of six months past the Closing Date;
(iH) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of each sublease, the Real Estate; representations and warranties set forth in subsections (iiA) pending or, to the Seller's Knowledge, threatened condemnation proceedings through (G) above are true and correct with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereofunderlying lease;
(viiI) the Seller Target has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viiiJ) to the Seller's Knowledge, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits licenses and zoning approvalspermits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(K) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(ixL) the Transferor is not aware of any pending or threatened foreclosure or other enforcement proceedings relating to the Sellerreal property underlying the leases or subleases set forth in Section 4(m) of the Disclosure Schedule that could result in Target's Knowledge, the owner loss of each leased facility has good and marketable title to the underlying parcel possession of such real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 3 contracts
Sources: Stock Exchange Agreement (Orius Corp), Stock Exchange Agreement (Orius Corp), Stock Exchange Agreement (Orius Corp)
Real Property. Section 2(i(a) Schedule 3.07(a) contains a list of all real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) that is owned in fee simple by the Seller or its Affiliates, in each case, in connection with the Business (collectively, the “Owned Real Property”) and the principal use for such real property.
(b) Schedule 3.07(b) contains a list of all material contracts, agreements and leases (collectively, “Real Property Leases”) pursuant to which the Seller or its Affiliates, leases, licenses or sublicenses real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) in connection with the Business (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) as lessee, licensee or sublicensee, as applicable.
(c) Except as set forth on Schedule 3.07(c), the Seller and its Affiliates have good and marketable fee simple title to the Owned Real Property, in each case free and clear of Liens, other than Permitted Liens. Except as set forth on Schedule 3.07(c), immediately prior to the Closing, the Seller will not be obligated under, nor will be a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Property or any portion thereof or interest therein.
(including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. d) With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate EncumbrancesProperty, there are is no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Knowledge of Seller's Knowledge, threatened condemnation proceedings condemnation, eminent domain or taking proceeding or (ii) to the Knowledge of Seller, private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Real Property that prohibits or materially interferes with the current use of the Real Property.
(e) Except as set forth on Schedule 3.07(e), within the past two (2) years, the Seller has not received any written notice of any material violation of any material Law affecting the Owned Real Property or the Real Property Leases or the Station’s use thereof.
(f) Within the past two (2) years, the Seller has not received any written notice of any existing plan or study by any Governmental Authority or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Owned Real Property or Real Property Leases and the Seller has no knowledge of any such plan or study with respect to which it has not received written notice. Except as set forth in the Revenue Leases, to the Knowledge of Seller, there is no Person in possession of any of Owned Real Property other than the Real Estate; (iii) structural or mechanical defects Seller. Except as identified in Schedule 3.07(f), no Person has any right to acquire any interests in any of the buildings or improvements located on the Owned Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Media General Inc)
Real Property. Section 2(iThe Company does not own any real property. (S) 4A(k) of the Seller's Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased or subleased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)Company. The Seller has delivered to the Buyers Buyer correct and complete copies of the Leasesleases and subleases listed in (S) 4A(k) of the Seller's Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in (S) 4A(k) of the Real EstateSeller's Disclosure Schedule:
(iA) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions The lease or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, sublease is a legal, valid, binding, enforceableenforceable obligation of the Company, and is in full force and effecteffect as to the Company, and as to Seller's Actual Knowledge, is in full force and effect as to any third parties thereto;
(iiiB) The consummation of the transactions contemplated by the Agreement will not affect the legal, valid, binding, and enforceable nature of the lease or sublease.
(C) The Company is not in material breach or default of any lease or sublease, and to the Seller's Actual Knowledge, no third party to any Lease such lease or sublease is in material breach or default (or has repudiated any provision thereof)material default, and to the Seller's Actual Knowledge, no event has occurred which, with notice or lapse of time, would constitute a material breach or material default thereunder or permit termination, modification, or acceleration thereunder;
(ivD) there are no disputes, oral agreements, or forbearance programs in effect as with respect to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual oreach sublease, to the Seller's Sellers' Actual Knowledge, proposed special assessments the representations and warranties set forth in subsections (A) through (C) above are true and correct with respect to any of the Real Estateunderlying lease; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;and
(viiE) the Seller Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restrictionsubleasehold, except for Customarily Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesLiens.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc)
Real Property. Section 2(i(a) Schedule 3.07(a) contains a list of all real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) that is owned in fee simple by the LIN Companies, and immediately following the Merger Closing will be owned in fee simple by the Seller or its Affiliates, in each case, in connection with the Business (collectively, the “Owned Real Property”) and the principal use for such real property.
(b) Schedule 3.07(b) contains a list of all material contracts, agreements and leases (collectively, “Real Property Leases”) pursuant to which the LIN Companies, and immediately following the Merger Closing the Seller or its Affiliates, leases, licenses or sublicenses real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) in connection with the Business (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) as lessee, licensee or sublicensee, as applicable.
(c) Except as set forth on Schedule 3.07(c), the LIN Companies have, and immediately prior to the Closing the Seller or its Affiliate will have good and marketable fee simple title to the Owned Real Property, in each case free and clear of Liens, other than Permitted Liens. Except as set forth on Schedule 3.07(c), immediately prior to the Closing, the Seller will not be obligated under, nor will be a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Property or any portion thereof or interest therein.
(including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. d) With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate EncumbrancesProperty, there are is no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Knowledge of Seller's Knowledge, threatened condemnation proceedings condemnation, eminent domain or taking proceeding or (ii) to the Knowledge of Seller, private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Real Property that prohibits or materially interferes with the current use of the Real Property.
(e) Except as set forth on Schedule 3.07(e), none of the Seller or the LIN Companies, within the past two (2) years, received any written notice of any material violation of any material Law affecting the Owned Real Property or the Real Property Leases or the Stations’ use thereof.
(f) Within the past two (2) years, none of the Seller nor the LIN Companies has received any written notice of any existing plan or study by any Governmental Authority or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Owned Real Property or Real Property Leases and the Seller has no knowledge of any such plan or study with respect to which it has not received written notice. Except as set forth in the Revenue Leases, to the Knowledge of Seller, there is no Person in possession of any of Owned Real Property other than the Real Estate; (iii) structural Seller or mechanical defects the LIN Companies. Except as identified in Schedule 3.07(f), no Person has any right to acquire any interests in any of the buildings or improvements located on the Owned Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 3 contracts
Sources: Asset Purchase Agreement (LIN Media LLC), Asset Purchase Agreement (Mercury New Holdco, Inc.), Asset Purchase Agreement (Media General Inc)
Real Property. Section 2(i(a) Schedule 5.11(a) hereto contains a true and complete list and description of all of the Disclosure Seller Real Property.
(b) Schedule lists 5.11(b) hereto contains a true and describes briefly complete list and description of all Owned of the Affiliate Real Estate Property.
(c) Schedule 5.11(c) hereto contains a true and real property leased complete list and description of all of the Seller Designate Real Property.
(d) Schedule 5.11(d) hereto contains a true and complete list and description of all of the Third Party Real Property.
(e) The Real Property includes all land, easements, rights of way, access to public streets or roads, buildings, structures and other improvements (except as otherwise provided in this Agreement) used by the Seller in the conduct of the related Stores and the Business as it is currently being conducted.
(f) Except as set forth on Schedule 5.11(f), neither the Seller, any Affiliate nor, to the Seller’s Knowledge, any Seller’s Designate or Third Party owns, holds or is obligated under or a party to any option, right of first refusal or other contractual right to acquire or sell any of the Real Property or any interest therein which will survive the First Closing with respect to the Affiliate Real Property and the Third Party Real Property, or the Second Closing with respect to the Seller Designate Real Property.
(includingg) Except as set forth on Schedule 5.11(g), without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With with respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual orProperty, to the Seller's ’s Knowledge, proposed special assessments there are not (i) any pending or threatened condemnation proceedings, (ii) any pending or threatened Actions or (iii) any other matter materially and adversely affecting the value thereof other than those matters that are Permitted Liens or are subject to the provisions of Section 7.7, 7.8 and/or 11.3.
(h) Each of the Seller, the Affiliates and, to Seller’s Knowledge, the Third Parties and Seller’s Designates, has paid, and will continue to pay through the First Closing, all taxes, assessments, charges, fees, levies and impositions which are due and payable and owing by each or any of them with respect to any of the Real Estate; (ii) pending orProperty. Except as set forth on Schedule 5.11(h), to the Seller's ’s Knowledge, threatened condemnation proceedings with respect to there is no actual or pending imposition of any assessments or public betterments, and, no improvements have been constructed or planned which would be paid for by means of assessments upon the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Pantry Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed changes in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real Estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(ixviii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real EstateEstate relating to the Stations:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceableenforceable against Seller, and in full force and effect;
(iii) to Sellers' Knowledge, no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) to Seller's Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; or (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulationsregulations in all material respects; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) Set forth on SCHEDULE 4.28 is a list of the Disclosure Schedule lists and describes briefly all Owned Real Estate and addresses of each parcel of real property owned by or leased to Borrower, as indicated on the Seller Schedule.
(including, without limitation, complete legal descriptions for all of the Real Estate). The Seller b) Borrower has delivered to the Buyers Lender true and correct and complete copies of all of its leases or subleases and all related amendments, supplements and modifications and related documents (the Leases. With respect "Scheduled Lease Documents"), which require payments or contingent payments by Borrower subsequent to the Real Estate:date hereof in excess of Twenty-Five Thousand Dollars ($25,000). There are no other agreements, written or oral, between Borrower and any third parties claiming an interest in Borrower's interest in the Scheduled Leases or otherwise relating to Borrower's use and occupancy of any leased real property. All such leases are valid and binding obligations of the parties thereto, are in full force and effect and enforceable against the parties thereto in accordance with their terms; and no event has occurred including, but not limited to, the executed, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby which (whether with or without notice, lapse of time or both) would constitute a default thereunder. No property leased under any lease which the Lender has agreed to assume is subject to any lien, encumbrance, easement, right-of-way, building or use restriction, exception, variance, reservation or limitation as might in any respect interfere with or impair the present and continued use thereof in the usual and normal conduct of Borrower's business.
(ic) On the Seller has good Loan Date, Borrower will hold of record good, marketable and marketable insurable title to all of the Owned Real Estate property described in SCHEDULE 4.28 free and clear of all title defects, liens, pledges, claims, charges, mortgagesrights of first refusal, security interests, easements, restrictions interests or other encumbrances and not, in the case of the real property, subject to any rights-of-way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever whatsoever, except real estate with respect to all such properties, (i) matters set forth in SCHEDULE 4.28, and (ii) liens for current taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do assessments not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule default (collectively, the "Permitted Real Estate Encumbrances");
(ii) . Notwithstanding the Leases are andforegoing, following the Closing will continue to be, legal, valid, binding, enforceable, Borrower's representations and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments warranties regarding title defects with respect to the real property is limited to defects arising by, through or under Borrower, but not otherwise. Borrower has adequate title insurance coverage for such properties. All real property and structures owned or leased by Borrower, and all equipment owned or leased by Borrower, are in good operating condition and repair (ordinary wear and tear excepted), taking into account their respective ages and consistent with their past uses, and are adequate for the uses to which they are being put. Except as set forth on SCHEDULE 4.28, to Borrower's best knowledge, the buildings and improvements owned or leased by Borrower are structurally sound. Borrower has not received any notice of any violation of any building, zoning or other law, ordinance or regulation in respect of such property or structures or their use by Borrower. To Borrower's best knowledge, there is no existing, proposed or contemplated plan 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 Estate; real property or that would materially adversely affect the current or planned use of the real property or any part thereof. The facilities consisting of owned personal property are subject to no liens or encumbrances except the security interests of record set forth on SCHEDULE 4.28, which Schedule is a copy of a Uniform Commercial Code (ii"UCC") pending orsearch duly obtained by Borrower in the last thirty (30) days and which search shows security interests of record relating to such facilities in the State of California. Borrower agrees to remove all security interests reflected on such UCC search, if any, prior to the Seller's Knowledge, threatened condemnation proceedings Agreement Date (except those approved by the Lender in writing) and to remove any other security interests filed with respect to any such facilities between the date of such UCC search and the date of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesAgreement Date.
Appears in 2 contracts
Sources: Convertible Loan Agreement (Caminosoft Corp), Convertible Loan Agreement (Caminosoft Corp)
Real Property. Section 2(i) of the Disclosure Schedule 4.7 lists and describes briefly all Owned Real Estate and real property leased or subleased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)any PEARL Group Member. The Seller has PEARL Parties and the PEARL Group Members have delivered to the Buyers Purchaser correct and complete copies of the Leasesleases and subleases listed in Schedule 4.7, each as amended to date. With respect to the Real Estateeach lease and sublease listed in Schedule 4.7, and any amendment thereto:
(ia) the Seller has good lease or sublease, and marketable title to all of the Owned Real Estate free and clear of all liensany amendment thereto, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, is legal, valid, binding, enforceable, and in full force and effect;
(iiib) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on the same terms following the consummation of the transactions contemplated hereby, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights in general and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought;
(c) no party to any Lease the lease or sublease is in breach material Breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach materialBreach or default thereunder or permit termination, modification, or acceleration thereunder;
(ivd) no party to the lease or sublease has repudiated any provision thereof;
(e) there are no material disputes, oral agreements, or forbearance programs in effect as to any Leasethe lease or sublease;
(vf) none of with respect to each sublease, no PEARL Party or PEARL Group Member has taken any action that would cause the Owned Real Estate representations and warranties set forth in this Agreement to be untrue or incorrect with respect to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalunderlying lease;
(vig) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller No PEARL Group Member has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viiih) to the Seller's best of PEARL Parties' Knowledge, all facilities on to the Real Estate have received all approvals extent approval of governmental authorities (including licenses, permits and zoning approvals) any Governmental Body has been required in connection with the any PEARL Group Member's operation thereof of a property it leases or subleases, such PEARL Group Member has received all required approvals and have been has operated and maintained maintained, and conducted its operations on, the leased or subleased properties in accordance with applicable laws, rules, and regulations; and
(ixi) to the Seller's Knowledge, the owner of each all facilities leased facility has good or subleased thereunder are supplied with utilities and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except services necessary for the fee interest therein and Permitted Real Estate Encumbrancesoperation of said facilities.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Epic Energy Resources, Inc.), Stock Purchase Agreement (Epic Energy Resources, Inc.)
Real Property. Section 2(iThe Association does not own any real property and has not executed and delivered or otherwise entered into any contract to purchase any real property. Paragraph 4(k) of the Sellers' Disclosure Schedule Letter lists and describes briefly all Owned Real Estate and real property leased or subleased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)Association. The Seller has Sellers have delivered to the Buyers Purchaser correct and complete copies of the Leasesleases and subleases listed in Paragraph 4(k) of the Sellers' Disclosure Letter (as amended to date). With respect to each lease and sublease listed in Paragraph 4(k) of the Real EstateSellers' Disclosure Letter, except as otherwise set forth in such Paragraph 4(k) of the Sellers' Disclosure Letter:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions lease or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, sublease is legal, valid, binding, enforceable, and in full force and effect;
(ii) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(iii) the Association, and, to the best of Sellers' Knowledge, no other party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) the Association, and, to the best of Sellers' Knowledge, no party to the lease or sublease has repudiated any provision thereof;
(v) to the best of Sellers' Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalsublease;
(vi) except for Permitted Real Estate Encumbranceswith respect to each sublease, there are no the representations and warranties set forth in subsections (i) actual or, to the Seller's Knowledge, proposed special assessments through (v) above are true and correct with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereofunderlying lease;
(vii) the Seller Association has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viii) to the Seller's Knowledge, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits licenses and zoning approvalspermits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(ix) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(ixx) to the Seller's best of Sellers' Knowledge, the owner of each the facility leased facility or subleased has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.installments of special easements not yet
Appears in 2 contracts
Sources: Stock Purchase Agreement (Response Oncology Inc), Stock Purchase Agreement (Seafield Capital Corp)
Real Property. 2.15.1. Section 2(i) 2.15.1 of the Disclosure Schedule lists contains a true and describes briefly all correct list of (i) each parcel of real property owned (the "Owned Real Estate and Property") by the Company, (ii) each parcel of real property leased or subleased or otherwise occupied by the Company as tenant or subtenant (the "Leased Real Property"; together with the Owned Real Property, the "Real Property") together with a true and correct list of all such leases, subleases or other similar agreements and any amendments, modifications or extensions thereto (the "Real Property Leases"), and (iii) all Liens relating to or affecting any parcel of Real Property, in each case identifying the Seller (includingowner, without limitation, complete legal descriptions for all of the Real Estate)lessor and lessee thereof.
2.15.2. The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller Company has good and marketable title to all of the its Owned Real Estate Property, free and clear of all liensLiens, chargesother than as specifically listed in Section 2.15.2 of the Disclosure Schedule.
2.15.3. Subject to the terms of its leases, the Company has a valid and subsisting leasehold estate in and the right to quiet enjoyment to the Leased Real Property for the full term of the lease thereof. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company and of each other Person that is a party thereto, and except as set forth in Section 2.15.3 of the Disclosure Schedule, there is no, and neither the Equityholders nor the Company, have knowledge of any, or has received any, notice of any uncured default (or any condition or event which, after notice or lapse of time or both, would constitute a default) thereunder. The Company has not assigned, sublet, transferred, hypothecated or otherwise disposed of its interest in any Real Property Lease. No penalties are accrued and unpaid under any Real Property Lease.
2.15.4. The Equityholders shall deliver to Purchaser upon the execution of this Agreement true and complete copies of all (i) title policies, mortgages, security interestsdeeds of trust, deeds, leases, easements, restrictions restrictive covenants, certificates of occupancy, and similar documents, and all amendments thereto concerning the Owned Real Property, and (ii) Real Property Leases and, to the extent reasonably available, all other documents referred to in clause (i) of this paragraph with respect to the Leased Real Property.
2.15.5. Except as disclosed in Section 2.15.5 of the Disclosure Schedule, the improvements on the Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are presently being used and, to the knowledge of each of the Equityholders and of the Company, there are no condemnation or other encumbrances appropriation proceedings pending or threatened against Real Property or the improvements thereon.
2.15.6. Neither the Equityholders nor the Company has any knowledge of any nature whatsoever except real estate taxes for claim, action or proceeding, actual or threatened, against the year of Closing and municipal and zoning ordinances and recorded utility easements Company, the Real Property by any Person which do not impair would materially affect the current future use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to Property or any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use part thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Sources: Merger Agreement (Headwaters Inc), Merger Agreement (Headwaters Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has Sellers have delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has Sellers have good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except (A) real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");) and (B) mortgages and Security Interests that are to be discharged at Closing and which are disclosed in Section 2(i) of the Disclosure Schedule.
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Sellers' Knowledge, none of the properties subject to the Leases is are subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (iA) actual or, to the Seller's Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (iiB) pending or, to the Seller's Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iiiC) pending or, to the Sellers' Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (D) mechanic's or materialmens' liens with respect to the Owned Real Estate; (E) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivF) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (G) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (H) any pending or, to the Seller's Sellers' Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's Sellers' use thereof;
(vii) all buildings and improvements on the Seller has Real Estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ixx) to all facilities on the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances are supplied with utilities and Seller's leasehold interest in each Lease has priority over any other interest except services necessary for the fee interest therein and Permitted Real Estate Encumbrancesoperation of said facilities.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) Schedule 3.14(a)(i) contains a complete and accurate list of all (i) deeds conveying fee simple interests in the Disclosure Schedule lists and describes briefly all real property material to the Business, including mineral rights material to the Business, in which Seller is a grantee (the “Owned Real Estate and Property”); (ii) leases for real property leased material to the Business, including mineral rights to which Seller is a party as lessee (each a “Lease” and collectively “Leases”); and (iii) rights of way, easements and other documents material to the Business granting use of real property or property rights (other than Mining Permits) to Seller (including(i), without limitation(ii) and (iii) are collectively, the “Real Property”). For the avoidance of doubt, the Real Property shall not include any rights with respect to the real property listed and depicted on Schedule 3.14(a)(ii) (the “Excluded Real Property”). Schedule 3.14(a)(iii) depicts in a reasonably accurate manner the location and boundaries of all material Real Property. Seller has delivered or made available to Buyer complete legal descriptions for and accurate copies of all of the instruments constituting Real Estate)Property. The Seller has delivered made available to the Buyers correct Buyer all title insurance policies, title abstracts, maps and complete copies of the Leases. With respect surveys material to the Real Estate:
(iProperty in the possession of Seller relating to such Real Property, provided however, Seller does not make any representation or warranty as to the accuracy, effectiveness, applicability or completeness of any such documents or any documents referenced within any such documents. Schedule 3.14(a)(i), Schedule 3.14(a)(ii) and Schedule 3.14(a)(iii) collectively describe all material real property and interests in real property, including coal and other mineral, water and surface rights, easements, rights of way and options, reasonably necessary to Seller’s Knowledge for the operation of the Business as currently conducted. Seller has good and marketable title to all of the fee simple interests to be conveyed as the Owned Real Estate free Property for its use as part of the Business as currently conducted, subject to applicable Permitted Liens and clear all matters set forth on the respective Deed for any such fee simple interests, provided, however, with respect to the foregoing representation, Seller makes such representation only as against the lawful claims of all lienspersons claiming by, charges, mortgages, security interests, easements, restrictions through or other encumbrances under Seller but not otherwise. Seller has not received any written notice of any nature whatsoever except real estate taxes for intention to terminate, not renew or challenge the year validity or enforceability of Closing any Lease.
(b) Except as set forth on Schedule 3.14(b), Seller has not received any written notice from any lessor under any Lease stating that Seller is in default in any material respect under any such Lease.
(c) Except as set forth on Schedule 3.14(c):
(i) To Seller’s Knowledge, other than the rights of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Real Property or any portion thereof or interest therein that have been granted by Seller. There are no Contracts entered into by Seller and municipal and zoning ordinances and recorded utility easements pursuant to which do not impair Seller is the current use, occupancy grantor granting any Person the right to use or value or the marketability of title occupy any portion of the property and which are disclosed Real Property in Section 2(i) a manner that materially adversely affects the operation of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");Business.
(ii) the Leases are andSeller has not received any written notice from any party of any condemnation, following the Closing will continue to beexpropriation or other Proceeding in eminent domain, legalpending or threatened, valid, binding, enforceable, and in full force and effect;affecting any parcel of Real Property or any portion thereof or interest therein.
(iii) Seller has received no party to written notice that the current use and occupancy of the Real Property and the operation by Seller of the Business as currently conducted thereon violate any Lease is easement, covenant, condition, restriction or similar provision in breach any instrument of record or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;other unrecorded agreement affecting such Real Property.
(iv) there are no disputes, oral agreements, or forbearance programs No written notice of any material increase in effect as to any Lease;
(v) none the assessed valuation of the Owned Real Estate Property and no written notice of any contemplated special assessment has been received by Seller and, to the Seller's ’s Knowledge, none of the properties subject to the Leases there is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed threatened special assessments with respect assessment pertaining to any of the Real Estate; Property, in each case that would be material.
(iid) pending orExcept for the Excluded Real Property, Seller does not own or lease any real property other than the Real Property with respect to the Business. To Seller's ’s Knowledge, threatened condemnation proceedings since January 1, 2016, Seller has not received any written notice of violation or written claimed violation of any applicable building, zoning, subdivision and other land use or similar Law in connection with the use and operation of the Real Property.
(e) Seller has made available to Buyer information pertaining to drilling programs, geological data and core samples in its possession or under its control that pertain to the Shoal Creek Mine, and such information set forth in the reports is accurate and complete in all material respects. Seller has made available to Buyer reports as requested of the coal quality of the coal reserves of the Shoal Creek Mine. To Seller’s Knowledge, there are no facts or circumstances that would render any of such program information, data and studies inaccurate as of the date hereof and as of the Closing Date with respect to any facts or circumstances unique to the coal reserves that are a part of the Real Estate; Shoal Creek Mine.
(iiif) structural Seller has made reasonably available to Buyer true and complete copies of geological surveys and data, logs, test hole locations, monitoring well locations, reserve data, coal measurements, lithologic data, coal reserve calculations, mine plans, adjacent, above, below, and/or abandoned mines, equipment productivity and cost data, engineering studies, seismic records, shot points, field notes, interpretations and programs and all other seismic, technical, geological and geophysical information, data, reports and studies prepared by or mechanical defects in any on behalf of the buildings Seller or improvements located on within the Real Estate; (iv) any pending orpossession, custody or control of the Seller with respect to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) Shoal Creek Mine to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and extent such materials may have been operated and maintained requested by the Buyer in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbranceswriting.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Peabody Energy Corp)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements and other matters of record which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) with respect to the Leases, Seller is not (and to the Seller's Knowledge, no other party to any such Lease is is) in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) material structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed change in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real Estate are in good operating condition and repair in all material respects, normal wear and tear excepted;
(viii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) except as set forth in Section 2(i) of the Disclosure Schedule, all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(ixxi) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(ixviii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has Sellers have delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller ▇. ▇▇▇▇▇ has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) . the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) . no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) . there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) v. none of the Owned Real Estate and to the Seller's Sellers' Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) . except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Sellers' Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's Sellers' use thereof;
(vii) . the Seller has Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) . to the Seller's Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.zoning
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. To Sellers' Knowledge, Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has Sellers have delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) i. the Seller has Sellers have good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) . the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) . no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) . there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) v. none of the Owned Real Estate and to the Seller's Sellers' Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) . except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Sellers' Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's Sellers' use thereof;
(vii) . the Seller has Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) . to the Seller's Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) . to the Seller's Sellers' Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's Sellers' leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) Schedule 2.6(a) sets forth a complete list of all Transferred Real Property owned by the Sellers (the "Transferred Owned Real Property") and the name of the Disclosure Schedule lists and describes briefly all record owner thereof. With respect to each parcel of Transferred Owned Real Estate Property, the identified Seller has good and real property marketable fee simple title to the parcel of Transferred Owned Real Property, free and clear of any Liens, except for Permitted Liens. With respect to each parcel of Transferred Owned Real Property, there are no outstanding options or rights of first refusal or other contractual rights to purchase, sell, assign or dispose of any of the Transferred Owned Real Property or any material portion thereof or material interest therein.
(b) Schedule 2.6(b) sets forth a complete list of all leases and subleases of Transferred Real Property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all the "Transferred Leased Real Property"). Complete and correct copies of each of the leases for the Transferred Leased Real Estate). The Seller has delivered Property have been furnished to the Buyers correct and complete copies of the LeasesPurchaser. With respect to the Transferred Leased Real EstateProperty:
(i) the Seller has good leases are in full force and marketable title effect and enforceable against the Sellers in accordance with their terms, subject to all applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of the Owned Real Estate free and clear equity (regardless of all liens, charges, mortgages, security interests, easements, restrictions whether such enforceability is sought in a proceeding at law or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances"equity);; and
(ii) neither of the Leases are Sellers is and, following to the Closing will continue to beknowledge of the Sellers, legal, valid, binding, enforceable, and in full force and effect;
(iii) no other party to any Lease is the leases listed on Schedule 2.6(b) is, in material breach or default (or has repudiated of any provision thereof), such lease and no event has occurred whichthat, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, modification or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate extent such default would have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesa Business Material Adverse Effect.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Star Scientific Inc), Asset Purchase Agreement (North Atlantic Trading Co Inc)
Real Property. Section 2(i2(g) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) i. the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) ii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) iii. there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and iv. to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrancesv. to the Seller's Knowledge, there are no (i) actual or, to the Seller's Knowledge, or proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, or threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, or threatened changed changes in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) vi. the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;; and
(viii) vii. to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) A list of each parcel of real property owned by the Bank (other than real property acquired in foreclosure or in lieu of foreclosure in the course of the Disclosure collection of loans and being held by the Bank for disposition as required by law) is set forth in Schedule lists 4.19(a) under the heading “Owned Real Property” (such real property being herein referred to as the “Owned Real Property”). A list of each parcel of real property leased by the Bank is also set forth in Schedule 4.19(a) under the heading “Leased Real Property” (such real property being herein referred to as the “Leased Real Property”). Collectively, the Owned Real Property and describes briefly the Leased Real Property are herein referred to as the “Real Property.”
(b) There is no pending action involving the Bank as to the title of or the right to use any of the Real Property.
(c) Except as set forth in the Title Commitments to be delivered to Buyer in accordance with Section 12.4, the Bank has good and marketable fee simple title to all Owned Real Estate Property, free and clear of all mortgages, pledges, liens, conditional sales agreements or other encumbrances of any kind or nature except for taxes, assessments or other governmental charges not yet delinquent.
(d) Except as disclosed on Schedule 4.19(d), the Bank does not have any interest in any real property leased other than as described above in Section 4.19(a) except interests as a mortgagee; provided that Schedule 4.19(d) sets forth a list of real property acquired by Bank in foreclosure or in lieu of foreclosure and being held for disposition as required by law.
(e) None of the buildings, structures or improvements located on the Owned Real Property are the subject of any official complaint or notice by any governmental authority of violation of any applicable zoning ordinance or building code, and to the Seller Seller’s Knowledge, there is no zoning ordinance, building code, use or occupancy restriction or condemnation action or proceeding pending or, threatened, with respect to any such building, structure or improvement which will or could reasonably be expected to materially interfere with the use of any of the Owned Real Property. To the Seller’s Knowledge, the Owned Real Property is in generally good condition for its intended purpose, ordinary wear and tear excepted.
(f) The Bank has not caused or, to Seller’s Knowledge, allowed the use, generation, treatment, storage, disposal or release at any Real Property of any Toxic Substance, except in accordance in all respects with all applicable federal, state and local laws and regulations. “Toxic Substance” means any hazardous, toxic or dangerous substance, pollutant, waste, gas or material, including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct petroleum and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all lienspetroleum products, chargesmetals, mortgagesliquids, security interestssemi-solids or solids, easementsthat are regulated under any federal, restrictions state or local statute, ordinance, rule, regulation or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current uselaw pertaining to environmental protection, occupancy contamination, quality, waste management or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the cleanup. To Seller's ’s Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual orunderground storage tanks located on, to the Seller's Knowledge, proposed special assessments with respect to in or under any of the Owned Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 2 contracts
Sources: Merger Agreement (Citizens Community Bancorp Inc.), Merger Agreement (Citizens Community Bancorp Inc.)
Real Property. The Company does not currently own, and has never owned, any real property. Section 2(i) 3.15 of the Disclosure Schedule lists and describes briefly sets forth a complete list of all Owned Real Estate and real property leased in which the Company currently has a leasehold or subleasehold interest or other right to use or occupy (the Seller (including“Leased Real Property”), without limitation, complete legal descriptions for all including a true and correct listing of the addresses thereof and a description of each Contract relating to Leased Real EstateProperty (each a “Lease” and collectively, the “Leases”). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
each Lease, (ia) the Seller Company has good a valid and marketable title to all of the Owned enforceable leasehold or subleasehold interest in each Leased Real Estate Property free and clear of all liensany material Encumbrances other than Permitted Encumbrances, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i(b) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, such Lease is legal, valid, binding, enforceable, binding and enforceable against the Company and in full force and effect;
effect and has not been modified except as provided therein, and the Company has the right of quiet enjoyment of all the Leased Real Property with respect to which it is a lessee for the full term of the related Lease (iiiand any renewal option related thereto) no party to any Lease relating thereto, (c) the Company is not in material breach or default (or has repudiated under any provision thereof)of said Leases, and and, to the Knowledge of Sellers, no event has occurred which, with notice or lapse of timetime or both (including the consummation of the Transactions), would constitute a such breach or default thereunder or permit termination, modificationmodification or acceleration under such Lease, except to the extent as would not be material to the Company, and (d) true, complete and correct copies of all Leases have heretofore been delivered by the Company to Purchaser. The plants, facilities, buildings, structures, spur tracks, and other improvements located on the Leased Real Property, including the roofs, plumbing, heating, ventilation, air conditioning, electrical, drainage, sewers, utility supply, road, and irrigation systems are in good working order, free of material defects, damage or casualty loss, and in compliance with applicable Law (including zoning Laws, building codes, set back requirements, and other local ordinances) , except to the extent as would not be material to the Company. Said improvements are (i) all of the improvements reasonably required to permit the Business to be conducted following the Closing in all material respects as it is currently being conducted, (ii) in materially safe condition suitable for use in the operation of the Business, and (iii) in all material respects adequate and sufficient for the purposes for which they have historically been used, are currently used, are intended to be used, or acceleration thereunder;
(iv) held for use in the Business. The Company is not obligated under any outstanding Contract to offer, purchase, acquire, lease, license, sell, assign or dispose of, or to grant or create any Encumbrance on or affecting any material portion of any of the Leased Real Property in favor of any third party. Except as set forth in Section 3.15 of the Disclosure Schedule, no Person other than the Company has any right to use, lease, sublease, license, possess and/or occupy any material portion of the Leased Real Property and there are no disputesoral or written agreements between the Company and any other Person providing such Person the right to use, oral agreements, occupy or forbearance programs in effect as to possess all or any Lease;
(v) none material portion of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Leased Real Estate; (ii) Property. There are no eminent domain proceedings, special assessments, administrative actions, or other taking by any Governmental Authority of any kind pending or, to the Seller's KnowledgeKnowledge of Sellers, threatened condemnation proceedings with respect to against the whole or any material part of the any Leased Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending orProperty, and to the Seller's KnowledgeKnowledge of Sellers, threatened changed in any no condemnation, taking, Applicable Law (including but not limited to zoning laws changes) or ordinances other matter which may materially and adversely affect any the current or planned use of the Leased Real Estate Property is threatened or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancescontemplated.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (ARC Group Worldwide, Inc.), Membership Interest Purchase Agreement
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) i. the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) . the Leases are and, immediately following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) . no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) . there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) v. none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) . except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed changes in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) . the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) . to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) . to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) Schedule 2.17 identifies by street address all real estate leased, subleased or otherwise occupied pursuant to an agreement (the "Leases") by the Company or any of the Disclosure Schedule lists Transferred Subsidiaries (the "Leased Premises") or owned by the Company or any of the Transferred Subsidiaries ("Owned Property", and describes briefly all Owned collectively with the Leased Premises, the "Real Estate and real property Property"). The Leased Premises are leased to the Seller (includingCompany or a Transferred Subsidiary pursuant to written leases, without limitation, complete legal descriptions for all copies of the Real Estate). The Seller has delivered which have been made available to Investor prior to the Buyers correct and complete copies of the Leasesdate hereof. With respect to the Real Estate:
each Lease: (i) the Seller Company or the applicable Transferred Subsidiary has a good and marketable title valid leasehold interest in and to all of the Owned Real Estate free and clear of all liensLeased Premises, chargessubject to no Encumbrances, mortgages, security interests, easements, restrictions except for Permitted Encumbrances or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are as disclosed in Section 2(i) of the Disclosure on Schedule (collectively, the "Permitted Real Estate Encumbrances");
2.17; (ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and each Lease is in full force and effect;
(iii) no party effect and is enforceable in accordance with its terms, subject to any Lease is in breach applicable bankruptcy, insolvency, reorganization, moratorium or default (other laws relating to or has repudiated any provision thereof), affecting the rights and no event has occurred which, with notice or lapse remedies of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate creditors generally and to the Seller's Knowledgegeneral principles of equity, and, except for Permitted Encumbrances or as disclosed on Schedule 2.17, none of the properties subject to the Leases is subject to Company or any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller Transferred Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases such Lease; and (iii) there exists no declared default or its rights thereunder;
(viii) to the Seller's Knowledgeknowledge of the Company or MEI any condition which, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledgegiving of notice, the owner passage of each leased facility time or both, could become a default under any Lease. There are no outstanding options or rights of first refusal to purchase the Owned Property or any portion thereof or interest therein except for Permitted Encumbrances. The Company or a Transferred Subsidiary has good and marketable insurable title in and to the underlying parcel of real propertyOwned Property, free and clear of any Security InterestEncumbrances other than Permitted Encumbrances.
(b) The Real Property constitutes all of the real property owned, leased, or otherwise utilized in connection with the Business. Other than the Company and the Transferred Subsidiaries, there are no parties in possession or parties having any current or future right to occupy any of the Real Property, except (x) tenants under any leases disclosed on Schedule 2.17 who are in possession of space to which they lease or (y) under or pursuant to Permitted Encumbrances. There exists no violation of any material covenant, condition, restriction, easement, covenantagreement or order affecting any portion of the Real Property. All improvements located on the Real Property have direct access to a public road adjoining such Real Property, either directly or through a valid easement or other valid rights. Except as set forth on Schedule 2.17, no such improvements or access ways encroach on land not included in the Real Property except pursuant to a valid easement or other valid right and no such improvement is dependent for its access, current operation or utility in the Business on any land, building or other improvement not included in the Real Property except pursuant to valid easement or other valid right. All facilities located on the Real Property are supplied with adequate utilities and other services necessary for the operation of such facilities as currently operated. There is no pending or, to the knowledge of MEI and the Company, any threatened condemnation proceeding, or other restriction, except for Permitted material lawsuit or administrative action affecting any portion of the Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 2 contracts
Sources: Recapitalization Agreement (McMS Inc), Recapitalization Agreement (Micron Electronics Inc)
Real Property. Section 2(i2(h) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iiiii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iviii) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(viv) none of the Owned Real Estate and to To the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(viv) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivv) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vi) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (vii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vi) all buildings and improvements on the Real Estate are in good operating condition and repair, normal wear and tear excepted;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(ix) except as noted in Section 2(h) of the Disclosure Schedule, all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(ixx) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) The Companies and the Transferred Subsidiaries own no real property or interests in real property, excluding any real property or interests in real property that are Investment Assets or would have been Investment Assets if beneficially owned by any of the Insurance Companies as of March 31, 2010.
(b) Section 2(i3.19(b) of the Seller Disclosure Schedule lists Letter sets forth a true, correct and describes briefly complete list of all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all by any of the Companies or any of the Transferred Subsidiaries, as lessee (the “Real EstateProperty Leases”; the real properties specified in such leases being referred to herein as the “Leased Real Properties”). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Each Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and Property Lease is in full force and effect;
(iii) no effect and is a valid and binding obligation of the Company or the Transferred Subsidiary that is party thereto, as applicable, and, to the Knowledge of the Parent, each other party to any such Real Property Lease. Each such Real Property Lease is enforceable against the Company or the Transferred Subsidiary that is party thereto, as applicable, and, to the Knowledge of the Parent, each other party to such Real Property Lease, in breach accordance with its terms, and a Company or default a Transferred Subsidiary (as the case may be) has a valid, binding and enforceable leasehold interest (or has repudiated the equivalent interest in the applicable jurisdiction) under each of the Real Property Leases (subject in each case to Permitted Liens and to the effect of any provision thereofapplicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of Laws regarding prohibition of abuse of rights (kenriranyo-no-kinshi) and principles of trust (shingiseijitsu-no-gensoku) (including general equitable or similar principles regardless of whether enforcement is sought in a proceeding in equity or at law)). None of the Companies or any of the Transferred Subsidiaries or, and no event has occurred whichto the Knowledge of the Parent, any other party to a Real Property Lease, is in material default or material breach of a Real Property Lease and, there does not exist any fact, circumstance, event, change, violation, development, effect, condition or occurrence that would constitute such a material default or material breach (with or without the giving of notice or lapse of time, or both) or that would constitute a breach or default thereunder or permit the termination, modification, cancellation or acceleration thereunder;
(iv) there are no disputesof performance of any material obligation of any Company or any Transferred Subsidiary or, oral agreements, or forbearance programs in effect as to any Lease;
(v) none the Knowledge of the Owned Real Estate and Parent, any other party to the Seller's KnowledgeReal Property Lease. As of the date hereof, none of the properties subject Companies or any of the Transferred Subsidiaries has received any written notice of any default under any Real Property Lease. No Real Property Lease contains any provision providing that any such other party thereto may terminate, cancel or commute the same or declare a material default under the same by reason of the transactions contemplated by the Transaction Agreements. At or prior to the Leases is subject to any lease (other than Leases)Closing, option to purchase the Parent has or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, will have delivered or made available to the Seller's KnowledgeAcquiror true, proposed special assessments correct and complete copies of all Real Property Leases. All leasing, brokerage, finder and other similar fees and commissions that are due and payable by any Company or any Transferred Subsidiary with respect to such Real Property Leases have been paid in full. All rents and other sums due thereunder have been paid to date. All Leased Real Property is in good working order and repair in all respects material to its use or operation, except for any defects which would not materially impair the use or occupancy of such Leased Real Property. A Company or a Transferred Subsidiary, as the case may be, enjoys peaceful and undisturbed possession in all material respects of such Leased Real Property. None of the Companies or any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect Transferred Subsidiaries has subleased or otherwise granted to any of Person the right to use or occupy such Leased Real Estate; (iii) structural Property or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use portion thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Sources: Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Prudential Financial Inc)
Real Property. Section 2(i(a) of Schedule 5.9(a) lists all Real Property owned by Seller (the Disclosure Schedule lists and describes briefly all “Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real EstateProperty”). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:Except as set forth on Schedule 5.9(a):
(i) the Seller has good good, marketable, and marketable indefeasible fee simple title to all of the Owned Real Estate Property, free and clear of all liens, charges, mortgages, security interests, easements, restrictions or Encumbrances other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "than Permitted Real Estate Encumbrances");
(ii) There are no leases or other use or occupancy agreements granting to any Person a right to occupy or otherwise use any part of the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effectOwned Real Property;
(iii) There are no party outstanding options, rights of first offer, rights of first refusal or other agreements granting to any Lease is in breach Person a right to purchase the Owned Real Property or default (any part thereof or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunderinterest therein;
(iv) there There are no disputes, oral agreements, arrangements or forbearance programs in effect as commitments of any kind pursuant to which the Owned Real Property (or any part thereof or interest therein) will become subject to any LeaseEncumbrances other than Permitted Encumbrances;
(v) none There are no Persons other than Seller in possession of the any Owned Real Estate and to the Seller's Knowledge, none Property or any part of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalOwned Real Property;
(vi) except for Permitted Seller has received no notice in writing or by publication of any appropriation, condemnation or like proceeding or of any violation of any applicable zoning-related Legal Requirement relating to or affecting any of the Owned Real Estate EncumbrancesProperty, and to the Knowledge of Seller, there are is no such violations.
(b) Schedule 5.9(b) lists (i) actual orall Purchased Assets consisting of real property leases pursuant to which any real property is leased by Seller (the “Real Property Leases”) and (ii) all Purchased Assets consisting of other interests in real property that are not Owned Real Property, and that have been memorialized in writing, including easements, Licenses, rights to access, rights-of-way and other real property interests that are used in the operation of the Systems (collectively, the “Easements”). Each Real Property Lease and Easement is legal, valid, binding and enforceable against Seller and, to Seller’s Knowledge, against each other party thereto in accordance with its terms. Except as set forth on Schedule 5.9(b), Seller has not received any notice of any violation or breach of, or any default under, any Real Property Lease or Easement and there are presently no uncured breaches or defaults under any Real Property Lease or Easement. To Seller’s Knowledge, no event has occurred that, with notice or passage of time or both, would constitute a violation or breach of, or default under, any Real Property Lease or Easement by Seller or any other party thereto.
(c) To Seller’s Knowledge, each parcel of Owned Real Property and real property covered by a Real Property Lease (“Leased Real Property”), including any improvements constructed thereon and the current use thereof, conform in all material respects to all applicable Legal Requirements and any restrictive covenants or other Encumbrances affecting all or any part of such Real Property. There are no material physical, structural, or mechanical defects on, and all of the fixtures and improvements, including leasehold improvements, to the Seller's Knowledge, proposed special assessments with respect to any of the Owned Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Property and Leased Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rulesProperty, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has Owned Real Property and Leased Real Property are in good condition and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restrictionrepair, except for Permitted ordinary wear and tear and routine repairs, are operating, and are sufficient to enable the Owned Real Estate Encumbrances Property and Leased Real Property to be used in all material respects in the manner in which it is currently being used and operated by Seller's leasehold interest in . Each parcel of Owned Real Property and to the Knowledge of Seller, each Lease parcel of Leased Real Property has priority over any other interest except access, ingress and egress, or a valid, perpetual easement to a public right-of-way providing access, ingress and egress adequate for the fee interest therein and Permitted Real Estate Encumbrancestheir current use.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Northland Cable Properties Eight Limited Partnership)
Real Property. (a) Except as disclosed in ------------- Section 2(i6.4.5(a) of the Vail Banks Disclosure Schedule lists Memorandum, Vail Banks and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate WestStar have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel real property reflected in the Vail Banks 1997 Financial Statements (the "Realty"), and the titles to the Realty are covered by title insurance policies providing coverage in the amount of real propertythe original purchase price.
(b) Except as set forth in Section 6.4.5(b) of the Vail Banks Disclosure Memorandum, the interests of Vail Banks or WestStar in the Realty and in and under each of the Leases are free and clear of any Security Interestand all liens and encumbrances except for liens for current taxes not yet due, easementand are subject to no present claim, covenantcontest, dispute, action or, to the knowledge of Management, threatened action at law or in equity.
(c) The present and past use and operations of, and improvements upon, the Realty and all real properties leased by Vail Banks and WestStar (the "Leased Properties") are in compliance with all applicable building, fire, zoning and other applicable laws, ordinances and regulations, including the Americans with Disabilities Act, and with all deed restrictions of record, no notice of any violation or alleged violation thereof has been received, and to the knowledge of Management, there are no proposed changes therein that would affect the Realty, the Leased Properties or their uses.
(d) Management is not aware of any proposed or pending change in the zoning of, or other restrictionof any proposed or pending condemnation proceeding with respect to, any of the Realty or the Leased Properties which may adversely affect the Realty or the Leased Properties or the current or currently contemplated use thereof.
(e) The buildings and structures owned, leased or used by Vail Banks and WestStar are, taken as a whole, in good operating order (except for Permitted Real Estate Encumbrances ordinary wear and Seller's leasehold interest tear), usable in each Lease has priority over any other interest except for the fee interest therein ordinary course of business, and Permitted Real Estate Encumbrancesare sufficient and adequate to carry on the businesses and affairs of Vail Banks and WestStar as presently conducted.
Appears in 2 contracts
Sources: Merger Agreement (Vail Banks Inc), Merger Agreement (Vail Banks Inc)
Real Property. (a) Section 2(i3.12(a) of the Disclosure Schedule lists each parcel of real property owned by the ▇▇▇▇▇▇ Entities, except the Retained Real Property, identified by its street address for the US and describes briefly all Canadian properties, other than the undeveloped parcels of land for which no street addresses are available (the “Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real EstateProperty”). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to ▇▇▇▇▇▇ Entities own all of the Owned Real Estate Property with good and valid title, free and clear of all liensEncumbrances, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in than Permitted Encumbrances.
(b) Section 2(i3.12(b) of the Disclosure Schedule lists the street address of each parcel of real property leased, subleased, or licensed by any ▇▇▇▇▇▇ Entity which has an annual lease, sublease or license rate in excess of $500,000 (collectivelythe “Leased Real Property”) and there is no oral or other non-written agreement for the lease, sublease or license of real property by any ▇▇▇▇▇▇ Entity for a charge in excess of $500,000 annually. Assuming good fee title vested in the "Permitted Real Estate Encumbrances");
(ii) the Leases are applicable landlord, each ▇▇▇▇▇▇ Entity has a valid, binding and, following to Seller’s Knowledge, enforceable leasehold interest in the Closing will continue to beLeased Real Property of which such ▇▇▇▇▇▇ Entity is the lessee, legalsublessee or licensee, validfree and clear of all Encumbrances, binding, enforceableexcept Permitted Encumbrances, and in full force and effect;
(iii) no party to any Lease is none of the ▇▇▇▇▇▇ Entities have received written notice that they are in breach of or default (under any such lease, sublease or has repudiated any provision thereof)license, and and, to Seller’s Knowledge, no event has occurred which, with notice or notice, lapse of timetime or both, would constitute a material breach or default thereunder by any ▇▇▇▇▇▇ Entity or permit termination, modification, modification or acceleration by any Person thereunder;.
(ivc) Except as set forth in Section 3.12(c) of the Disclosure Schedule, none of the ▇▇▇▇▇▇ Entities have leased any Owned Real Property, Leased Real Property or any portion thereof and, to Seller’s Knowledge, there are no disputesoutstanding purchase options, oral agreements, rights of first offer or forbearance programs in effect as rights of first refusal granted to any Lease;Person to purchase or lease such Owned Real Property, Leased Real Property or any portion thereof or interest therein.
(vd) none Except as set forth in Section 3.12(d) of the Disclosure Schedule, no written notice of any current or future condemnation, requisition, expropriation or taking by any Governmental Authority has been received with respect to the whole or any material portion of the Owned Real Estate Property or the Leased Real Property and to Seller’s Knowledge, no condemnation, requisition, expropriation or taking by any Governmental Authority of the whole or any material portion of the Owned Real Property or the Leased Real Property is threatened or contemplated.
(e) To the Seller's ’s Knowledge, none of the properties subject Owned Real Property and Leased Real Property are in material compliance with all applicable building, zoning, subdivision, health and safety, other land use and all other related Laws, except where the failure or omission to so comply would not, individually or in the aggregate, be material to the Leases is subject to any lease (other than Leases)▇▇▇▇▇▇ Entities, option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrancestaken as a whole, there are no (i) actual orand, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's ’s Knowledge, the owner current use and occupancy of each leased facility has good the Owned Real Property and marketable title to the underlying parcel of real property, free and clear of Leased Real Property do not materially violate any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancessuch Laws.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Dow Chemical Co /De/), Stock Purchase Agreement (Rohm & Haas Co)
Real Property. Section 2(iSellers own good and indefeasible fee simple and/or good and valid leasehold title, as the case may be, to the Real Property, subject to the Permitted Encumbrances. The Real Property will be conveyed to Buyers free and clear of any and all Liens except (i) any lien for taxes not yet due and payable, (ii) any lease obligations under the Contracts assumed by Buyers, (iii) easements, restrictions and other matters of record, so long as such matters do not, collectively or individually, materially interfere with the operations of the Disclosure Schedule lists Hospital in a manner consistent with the current use by Sellers, (iv) zoning regulations and describes briefly all Owned other governmental laws, rules, regulations, codes, orders and directives affecting the Real Estate Property, (v) unrecorded easements, discrepancies, boundary line disputes, overlaps, encroachments and real property leased to the Seller (including, without limitation, complete legal descriptions for all other matters that would be revealed by an accurate survey or inspection of the Real Estate). The Seller has delivered Property, so long as such matters do not, collectively or individually, materially interfere with the operations of the Hospital in a manner consistent with the current use by Sellers, (vi) any encumbrances or defects that do not materially interfere with the operations of the Hospital and other Facilities in a manner consistent with the current use by Sellers, (vii) any Liens arising under the Contracts assumed by B▇▇▇▇▇, (viii) the matters described on Schedule 3.10, and (ix) with respect to the Buyers correct and complete copies of Leased Real Property, any encumbrances which encumber the Leasesfee interest in such property (collectively, the “Permitted Encumbrances”). With respect to the Real EstateProperty:
(a) Except as set forth in Schedule 3.10(a), no Seller has received during the past three (3) years written notice from any Government Entity of a material violation of any applicable ordinance or other law, order or regulation with respect to the Owned Real Property, which violation has not been corrected;
(b) Except as set forth in Schedule 3.10(b), to the knowledge of Sellers, the Owned Real Property and its operation are in material compliance with all applicable zoning ordinances or is considered legally non-conforming or “grandfathered” thereunder;
(c) Except for the Permitted Encumbrances, 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 3.10(c), and no tenants have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any nature is owed by Sellers to any tenant pursuant to such tenant leases, nor is any landlord improvement work required to be completed by Sellers pursuant to such tenant leases, in each case, except as disclosed in Schedule 3.10(c);
(d) Attached to Schedule 3.10(d) is a “rent roll” which sets forth for those leases where a Seller is landlord (i) the names of then current tenants; (ii) the rental payments for the then current month under each of the leases; and (iii) the security deposits held by Sellers for each tenant listed on the rent roll;
(e) Except as set forth on Schedule 3.10(e), no Seller has good and marketable title received during the past five (5) years any written notice from any Government Entity of any (i) existing, proposed or contemplated plans to all modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the taking of any material portion of the Owned Real Estate free Property or that would materially and clear adversely affect the current use of any part of the Owned Real Property, (ii) public improvements that are required to be made and which have not heretofore been assessed against the Owned Real Property, or (iii) pending or threatened special, general or other assessments against or affecting any of the Owned Real Property (other than municipal or county-wide assessments in the ordinary course) which have not heretofore been assessed;
(f) Except as set forth on Schedule 3.10(f), to Sellers’ knowledge, all permanent certificates of occupancy and all other material licenses, permits, authorizations, consents, certificates and approvals required by all Governmental Entities having jurisdiction for the current use of the Owned Real Property by Sellers have been issued for the Owned Real Property, have been paid for and are in full force and effect (excluding any licenses, permits, authorizations, consents, certifications and approvals which are required to operate the businesses owned or operated by Sellers);
(g) Schedule 3.10(g) sets forth an accurate and complete list of all lienswritten and oral leases, chargessubleases, mortgages, security interests, easements, restrictions licenses or other encumbrances of rental agreements that grant or will grant to any nature whatsoever except real estate taxes Seller as lessee, sublessee or licensee thereunder a possessory interest in and to any space in the Leased Real Property necessary for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title operation of the property Facilities as currently conducted, including any ground leases and which are disclosed in Section 2(i) of the Disclosure Schedule any leases for parking (collectively, the "Permitted Real Estate Encumbrances"“Operating Leases”);
(ii) . Sellers have delivered or otherwise made available to Buyers materially complete, correct and current copies of all Operating Leases. Except as set forth on Schedule 3.10(g), there are no Seller Guaranties with respect to the Operating Leases and the Operating Leases are assignable by the applicable Seller to the applicable Buyer, subject to obtaining any required consents to such assignment. The Operating Leases have not been modified, amended or assigned by Sellers, except as set forth on Schedule 3.10(g), are legally valid, binding and enforceable against the applicable Seller and, following the Closing will continue to beSellers’ knowledge, legal, valid, binding, enforceable, all other parties thereto in accordance with their respective terms and are in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof. Except as set forth on Schedule 3.10(g), and there are no material defaults by Sellers or, to Sellers’ knowledge, any other party under any of the Operating Leases, and, to the knowledge of Sellers, no event has occurred which, which with the giving of notice or lapse passage of time, or both, would constitute a breach or material default thereunder or permit termination, modification, or acceleration thereunderunder any of the Operating Leases;
(ivh) there are Except as set forth on Schedule 3.10(h), no disputes, oral agreements, Seller is a party to or forbearance programs in effect as subject to any Lease;
(v) none Tax abatement or payment-in-lieu of taxes agreement relating to the Owned Real Estate and to Property nor are there any outstanding waivers or agreements extending the Seller's Knowledge, none statute of the properties subject to the Leases is subject to limitations for any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments period with respect to any of Tax to which the Owned Real Estate; (ii) pending or, to Property may be subject following the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulationsClosing; and
(ixi) to The Real Property comprises all of the Seller's Knowledge, real property owned or leased or otherwise used or occupied by Sellers that is associated with or employed in the owner operation of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesFacilities.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Community Health Systems Inc), Asset Purchase Agreement (Community Health Systems Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all of the Real Estate)) and used in the operation of the Station. The Seller has Sellers have delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) i. the Leases are and, following immediately after the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) ii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) iii. there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and iv. to the Seller's Sellers' Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) v. except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Sellers' Knowledge, threatened changed changes in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's Sellers' use thereof;
(vii) vi. the Seller has Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;; and
(viii) vii. to the Seller's Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed change in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(ixviii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) Schedule 5.11(a) hereto contains a true and complete list and description of all of the Seller Real Property including four (4) of the Disclosure Consignment Leased Stores.
(b) Schedule lists 5.11(b) hereto contains a true and describes briefly all Owned Real Estate complete list and real property leased to the Seller (including, without limitation, complete legal descriptions for description of all of the Affiliate Real Estate). The Seller has delivered to the Buyers correct Property including one (1) Consignment Leased Store.
(c) Schedule 5.11(c) hereto contains a true and complete copies list and description of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Third Party Real Estate free and clear of Property.
(d) The Real Property includes all liens, charges, mortgages, security interestsland, easements, restrictions or rights of way, buildings, structures and other encumbrances of any nature whatsoever except real estate taxes for improvements used by the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair Seller in the current use, occupancy or value or the marketability of title conduct of the property related Stores and which are disclosed in Section 2(i) of the Disclosure Schedule (collectivelyConsignment Leased Stores and the Business, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease as it is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to currently being conducted. To the Seller's Knowledge, none all components of all buildings, structures and other improvements included within the properties subject Real Property are currently in good working order and repair and adequate for the Seller to operate the Leases is subject to any lease Business at those locations, ordinary wear and tear excepted.
(other than Leasese) Except as set forth on Schedule 5.11(e), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrancesneither the Seller, there are no (i) actual orany Affiliate nor, to the Seller's Knowledge, proposed special assessments with respect any owner of Third Party Real Property owns, holds or is obligated under or a party to any option, right of first refusal or other contractual right to acquire or sell any of the Real Estate; Property or any interest therein.
(iif) pending orTo Seller's Knowledge, no portion of the Real Property encroaches in any material respect upon any property belonging to any other Person, and no portion of any other Person's property encroaches in any material respect upon any of the Real Property.
(g) Except as set forth on Schedule 5.11(g), to the Seller's Knowledge, threatened condemnation proceedings with respect to the Real Property, there have not occurred (i) any pending or threatened condemnation proceedings, (ii) any pending or threatened Actions or (iii) any other matter materially and adversely affecting the value thereof.
(h) To the Seller's Knowledge, all maps and surveys heretofore delivered by the Seller to the Purchaser are true and complete copies of such documents.
(i) Except as set forth on Schedule 5.11(i), no parcel of the Real Estate; Property is located in a special flood hazard area designated by a Governmental Authority.
(iiij) structural Each of the Seller, the Affiliates and, to Seller's Knowledge, the owners of Third Party Real Property, has paid, and will continue to pay through Closing, all taxes, assessments, charges, fees, levies and impositions owing by each or mechanical defects in any of them and not yet past due with respect to the buildings Real Property. Except as set forth on Schedule 5.11(j), each of the parcels of Real Property is assessed for real estate tax purposes as a wholly independent tax lot, separate from any adjoining land or improvements located not owned by Seller, an Affiliate or owner of Third Party Real Property, as the case may be, and constituting a part of such parcel. Except as set forth on the Real Estate; (iv) any pending orSchedule 5.11(j), to the Seller's Knowledge, threatened changed in there is no actual or pending imposition of any zoning laws assessments or ordinances public betterments, and, no improvements have been constructed or planned which may materially adversely affect any would be paid for by means of assessments upon the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Pantry Inc), Asset Purchase Agreement (Pantry Inc)
Real Property. Section 2(i(a) Neither the Borrower nor any other Borrower Party owns any fee interest in any real property.
(b) Schedule 3.25 sets forth a true, correct and complete list of all real property leases, subleases or licenses pursuant to which the Borrower or any of its Subsidiaries is a lessor, lessee, sublessor, sublessee, licensor or licensee of real property, in each case as amended through the date hereof, which list includes the street address, the identity of the Disclosure Schedule lists lessors, lessees, sublessors, sublessees, licensors or licensees, the term thereof (referencing applicable extension or renewal periods), the rent payment terms and describes briefly all Owned Real Estate and real property leased the current use. At the Lender’s request, the Borrower shall deliver to the Seller (includingLender true, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of each such lease, sublease or license. The real property interests described or listed on Schedule 3.25 constitute all of the Leasesleasehold interests in real property leased or otherwise held for use by the Borrower and its Subsidiaries. With respect to the Real Estateeach such lease, sublease and license, except as set forth on Schedule 3.25:
(i) the Seller has good such lease, sublease and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, license is legal, valid, binding, enforceable, binding and enforceable against the parties thereto and is in full force and effect;
(iiiii) no party to any Lease thereto is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iviii) there are no disputes, oral agreements, agreements or forbearance programs in effect as to any Lease;such lease, sublease or license; and
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to neither the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect Borrower nor any of the Real Estate or Seller's use thereof;
(vii) the Seller its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust, trust or encumbered any interest in the Leases or its rights thereunder;therein.
(viiic) No Consent of any party to the Seller's Knowledgeany lease, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) sublease or license is required in connection with the operation thereof execution, delivery or performance of this Agreement, the Term Notes (including the authorization and have been operated and maintained in accordance with applicable lawsissuance thereof) or the other Loan Document, rulesincluding the amendment, restatement and/or reaffirmation, as applicable, thereof, and regulations; andthe exercise of any remedies under any of the Collateral Documents, and no such event shall be prohibited by, or shall constitute a default under, any such lease, sublease or license.
(ixd) to All parking lots located on any real property leased by the Seller's KnowledgeBorrower or any of its Subsidiaries are in compliance with Applicable Law, the owner of each leased facility has good including zoning requirements, and marketable title to the underlying parcel of real property, free are adequate for its employees and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesbusiness operations.
Appears in 2 contracts
Sources: Loan and Security Agreement (Overhill Farms Inc), Loan and Security Agreement (Levine Leichtman Capital Partners Ii Lp)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real EState are supplied with utilities and other services necessary for the operation of said facilities; and
(ixviii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has Sellers have delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) i. the Seller has Sellers have good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) . the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) . no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) . there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) v. none of the Owned Real Estate and to the Seller's Sellers' Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) . except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Sellers' Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's Sellers' use thereof;
(vii) . the Seller has Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) . to the Seller's Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) . to the Seller's Sellers' Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's Sellers' leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i2(h) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has will have as of Closing good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i2(h) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the all buildings or and improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed Estate are being sold in any zoning laws "as is" condition without warranty of their condition or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereofhabitability;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;; and
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) PCC has made available to Buyer all deeds, leases, bills of sale, documents of title, abstracts, surveys, plats and maps in the possession of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased Asset Sale Companies or their Affiliates that relate to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the LeasesProperty. With respect to the Real EstateProperty:
(i) the Seller has good and Asset Sale Companies have marketable title to all of the Owned owned Real Estate Property, taken as a whole, and the Real Property is free and clear of all liens, charges, mortgages, security interests, easements, restrictions or any Lien (other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "than Permitted Real Estate Encumbrances"Liens);
(ii) there are no pending or, to the Leases Knowledge of PCC, threatened condemnation proceedings, lawsuits, or administrative actions relating to the Real Property;
(iii) the legal description for the parcels contained in the deed thereof describes such parcel fully and adequately, and the buildings and improvements are located within the boundary lines of the described parcels of land;
(iv) none of the Asset Sale Companies have been notified that any buildings or improvements located on the Real Property are in violation of applicable zoning laws and ordinances; and
(v) there are no outstanding options or rights of first refusal to purchase the parcel of Real Property, following or any portion thereof or interest therein.
(b) Schedule 1.57 identifies the Closing will continue coal leases, coal subleases and surface leases that comprise a portion of the Real Property. PCC has made available to beBuyer all coal leases, coal subleases and surface leases listed on Schedule 1.57. With respect to each such lease and sublease:
(i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(ii) except for the consents set forth on Schedule 3.7(c) that are required to be obtained and the notices given, the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to above);
(iii) no Asset Sale Company nor, to the Knowledge of PCC, any other party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputesAsset Sale Company nor, oral agreementsto the Knowledge of PCC, any other party to the lease or forbearance programs in effect as to sublease has repudiated any Lease;provision thereof; and
(v) none of the Owned Real Estate and Asset Sale Companies has assigned, transferred, conveyed or subjected to a Lien any interest in the leasehold or subleasehold, other than those created pursuant to the Seller's Knowledge, none terms of the properties subject to the Leases is subject to any that lease (other than Leases), option to purchase or rights of first refusal;sublease.
(vic) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect There is not any third party adverse claim to any of the Real Estate; (ii) pending orProperty, other than Permitted Liens, and, to the Seller's KnowledgeKnowledge of PCC, threatened condemnation proceedings with respect to no party is in wrongful possession of any parcel of the Real Estate; Property.
(iiid) structural PCC has made available to Buyer geological data, reserve data, mine maps, core hole logs and associated data, coal measurements, coal samples, lithologic data, coal reserve calculations or mechanical defects reports, washability analyses or reports, mine plans, mining permit applications and supporting data, engineering studies and all other information, maps, reports and data, if any, in the possession of the Asset Sale Companies and relating to or affecting the Real Property, including the coal reserves, coal ownership, coal leases to the Asset Sale Companies, coal leases from the Asset Sale Companies to third parties, mining conditions, mines, and mining plans, if any, of the Asset Sale Companies as prepared and utilized by the Asset Sale Companies in any of the buildings or improvements located on the Real Estate; Mining Activities (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledgecollectively, the owner of each "Mining Data"). NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BUYER ACCEPTS THE ASSET SALE COMPANIES' COAL RESERVES IN OR UNDER THE REAL PROPERTY, AS IS, WHERE IS, TOGETHER WITH THE MINING DATA, FREE OF ANY WARRANTY (EXPRESS OR IMPLIED) WITH REGARD TO THE MINEABILITY, WASHABILITY, RECOVERABILITY, VOLUME, OR QUANTITY OR QUALITY OF ANY COAL RESERVE. The coal reserves mined by the Asset Sale Companies (whether such reserves are owned or leased facility has good and marketable title by the Asset Sale Companies) are not subject to the underlying parcel of real property, free and clear any mining rights of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesPerson.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Pittston Co), Asset Purchase Agreement (Alpha Natural Resources, Inc.)
Real Property. Section 2(i(a) Schedule 4.20(a) contains a legal description, street address and tax parcel identification number for the Owned Real Property. Sellers agree that title to the Owned Real Property shall not be altered between the date of this Agreement and Closing;
(b) Schedule 4.20(b) contains a list of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for addresses of all of the Leased Real Estate)Property and each Tenant Lease. The Seller has delivered At the Closing, Sellers will assign to Buyers all of its interest in the Buyers correct and complete copies Leased Real Property as well as all of the interest of Sellers in the Tenant Leases. With ;
(c) Schedule 4.20(c) contains a list and rent roll of all existing Third Party Leases, including the following information as shown in the Third Party Leases (except with respect to (viii) below) with respect to each: (i) the premises covered; (ii) the effective date; (iii) the name of the legal name of the tenant, licensee or occupant; (iv) the term; (v) the rents and other charges payable thereunder; (vi) the nature and amount of the security deposits thereunder, if any; (vii) options to renew or extend contained in the Third Party Lease; and (viii) any rents or other charges in arrears or prepaid rent;
(d) Sellers have not received any written notice from any Governmental Authority of, and Sellers have no knowledge of: (i) any pending or threatened condemnation Proceedings affecting the Real Property, or any part thereof; or (ii) any violations of any Laws (including zoning and land use ordinances) with respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liensProperty, chargesor any part thereof, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do have not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances")heretofore been cured;
(iie) Except as set forth on Schedule 4.20(e), there will be no incomplete construction projects affecting the Leases are and, following Real Property as of the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulationsDate; and
(ixf) to Sellers are not, nor will become, a person or entity with whom U.S. persons are restricted from doing business under regulations of the Seller's KnowledgeOffice of Foreign Asset Contract (OFAC) of the Department of Treasury (including those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, the owner of each leased facility has good and marketable title to the underlying parcel of real propertyexecutive Order (including Executive Order November 13224 on Terrorism Financing, free and clear of any Security Interesteffective September 24, easement, covenant2001), or other restrictionthe United and Strengthening America by Providing Tools Required to Intercept and Obstruct Terrorism Act of 2001, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over H.R. 3162, Public Law 107-56, or any other interest except for governmental action. At the fee interest therein Closing, Sellers shall execute and Permitted Real Estate Encumbrancesdeliver to Buyers an affidavit certifying that it is not a “blocked person” under Executive Order 13224, which form shall be mutually acceptable to Buyers and Sellers.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Healthsouth Corp), Asset Purchase Agreement (LifeCare Holdings, Inc.)
Real Property. Section 2(i(a) Schedule 3.10(a) sets forth a complete and accurate list of all real property owned in fee by Sellers or their respective affiliates and used primarily in the business of the Disclosure Schedule lists and describes briefly all Newspaper (the “Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances"Property”);
(iib) Schedule 3.10(b) sets forth a complete and accurate list of all leasehold interests used primarily in the Leases business of the Newspaper (the “Leased Real Property”). The Leased Real Property and the Owned Real Property are and, following collectively referred to as the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect“Real Property”;
(iiic) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has Sellers hold good and marketable fee title to the underlying each parcel of real propertyOwned Real Property disclosed on Schedule 3.10(a), free and clear of any Security InterestLiens, easementeasements, covenantrights-of-way, licenses, use restrictions, claims, charges, options, rights of first offer, rights of first refusal or other restrictiontitle defects, except for Permitted Encumbrances of any nature whatsoever (as defined below). As used herein, the term “Permitted Encumbrances” means (i) liens for taxes not yet due and payable; (ii) liens for taxes which are being contested in good faith and by appropriate proceedings in the amount of which a reserve has been created on the Closing Date Balance Sheet; (iii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business or which are being contested in good faith and by appropriate proceedings in the amount of which a reserve has been created on the Closing Date Balance Sheet; or (iv) easements, rights-of-way, encroachments, licenses, restrictions, conditions and other similar encumbrances incurred or suffered in the ordinary course of business and which do not materially interfere with the current use of the Owned Real Estate Encumbrances Property or result in, or would not reasonably be expected to result in, a Material Adverse Effect;
(d) Sellers have a valid and Seller's leasehold enforceable interest in each Lease has priority over parcel of Leased Real Property disclosed in Schedule 3.10(b) as being leased by Sellers; and
(e) There is no action or proceeding pending or, to the knowledge of Sellers, threatened in writing, by any other interest except governmental agency or authority for assessment or collection of past-due taxes, impact fees or special assessments affecting any part of any Owned Real Property, and no condemnation or eminent domain proceeding is pending or, to the fee interest therein and Permitted knowledge of Sellers, threatened in writing, against any part of any Owned Real Estate EncumbrancesProperty.
Appears in 2 contracts
Sources: Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (Champion Industries Inc)
Real Property. (i) Seller does not own and has never owned any real property.
(ii) Seller does not lease or sublease, and has never leased or subleased, any real property.
(iii) Section 2(i3(k)(iii) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the used or occupied by Seller (including, without limitation, complete legal descriptions for all of the "Seller Real EstateProperty"). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to each parcel of Seller Real Property which is leased or subleased by Parent up to and including the date on which the Acquired Assets are moved out of the Seller Real EstateProperty by the Seller:
(iA) the Seller has good lease or sublease is in writing and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, is legal, valid, binding, enforceable, enforceable and in full force and effect;
(iiiB) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(C) no party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, modification or acceleration thereunder;
(ivD) no party to the lease or sublease has repudiated any provision thereof;
(E) there are no disputes, oral agreements, agreements or forbearance programs in effect as to any Leasethe lease or sublease;
(vF) none of Parent has the Owned right to sublease the Seller Real Estate and Property to Buyer without creating a breach of, default under, or right to accelerate, terminate, modify or cancel, or any notice or consent obligation under, the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalsublease;
(viG) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of each sublease, the Real Estate; representations and warranties set forth in subsections (iiA) pending or, to the Seller's Knowledge, threatened condemnation proceedings through (E) above are true and correct with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereofunderlying lease;
(viiH) the Neither Seller nor Parent has not assigned, transferred, conveyed, mortgaged, deeded in trust, trust or encumbered any interest in the Leases or its rights thereunderSeller Real Property;
(viiiI) to the Seller's Knowledge, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits licenses and zoning approvalspermits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, rules and regulations; and;
(ixJ) all facilities leased or subleased thereunder are supplied with utilities, an uninterruptible power source and other services necessary for the operation of said facilities;
(K) to the Knowledge of Seller's Knowledge, the owner of each leased facility has good and marketable title there are no environmental problems or conditions on or relating to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Seller Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.Property; and
Appears in 2 contracts
Sources: Asset Purchase Agreement (Euronet Worldwide Inc), Asset Purchase Agreement (Euronet Worldwide Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller Sellers has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate, except as set forth in Section 2(i) of the Disclosure Schedule:
(i) i. the Seller Sellers has good and marketable title to all of the Owned Real Estate which, at Closing, with the exception of the Stations' studios and the KLXX (AM) transmitter site to be retained by Seller, will be delivered to Buyers free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are is disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) . to Seller's Knowledge, the Leases are is and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) . to Seller's Knowledge, no party to any Lease is in Material breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a Material breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) . to Seller's Knowledge, there are is no disputes, Material disputes or oral agreements, or any forbearance programs in effect as to any Lease;
(v) v. none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) . except for Permitted Real Estate Encumbrances, to Seller's Knowledge, there are is no (i) actual or, to the Seller's Knowledge, or proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, or threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real EstateEstate that would prevent their continued use in the manner in which they is presently used; or (iv) any pending or, to the Seller's Knowledge, or threatened changed change in any zoning laws or ordinances which may materially Materially adversely affect any of the Real Estate or Seller's use thereof;; and
(vii) . the Seller Sellers has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) . to the Seller's Knowledge, all facilities on the Real Estate have has received all Material approvals of governmental authorities (including Material licenses, permits and zoning approvals) required in connection with the operation thereof and have has been operated and maintained in Material accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including4.6 contains a true, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies list of all real property owned or leased by Parent (the “Parent Real Property”). Merger Sub does not own or lease any real property.
(b) No lease with respect to any leased Parent Real Property and no deed with respect to any owned Parent Real Property contains any restrictive covenant that materially restricts the current or anticipated use, transferability or value of such Parent Real Property. Each such lease is a legal, valid and binding obligation enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing material defaults by Parent or, to the Knowledge of Parent, the other party thereunder, and, to the Knowledge of Parent, there are no allegations or assertions of such by any party under such agreement or any events that with notice lapse of time or the happening or occurrence of any other event would constitute a material default thereunder.
(c) To the Knowledge of Parent, none of the Leasesbuildings and structures located on any Parent Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Parent Real Property, except for those violations and encroachments that in the aggregate could not reasonably be expected to cause a Material Adverse Effect on Parent. With respect No condemnation proceeding is pending or, to Parent’s Knowledge, threatened that would preclude or materially impair the use of any Parent Real Estate:Property in the manner in which it is currently being used.
(id) the Seller Parent has good and marketable title to, or a valid and enforceable leasehold interest in, all Parent Real Property and all improvements thereon, and all personal and intangible properties reflected in Parent’s unaudited balance sheet dated as of March 31, 2006 or acquired subsequent thereto, subject to all of the Owned Real Estate free and clear of all no liens, charges, mortgages, security interests, easements, restrictions encumbrances or other encumbrances charges of any nature whatsoever kind except real estate taxes for (i) as noted in the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current useParent Interim Financial Statements, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are andstatutory liens not yet delinquent, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is minor defects and irregularities in breach or default (or has repudiated any provision thereof)title and encumbrances that do not materially impair the use thereof for the purposes for which they are held, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputesall matters of record, oral agreementsincluding, without limitation, survey exceptions, reciprocal easement agreements and other encumbrances on title to real property, and all special exceptions included in title insurance policies or forbearance programs in effect as title opinions issued to any Lease;
(v) none of the Owned Real Estate Parent, and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to those assets and properties disposed of for fair market value in the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any ordinary course of business since the date of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesParent Interim Financial Statements.
Appears in 2 contracts
Sources: Merger Agreement (Green Bancorp, Inc.), Merger Agreement (Green Bancorp, Inc.)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and all real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has or will have at or before Closing good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions restrictions, options to purchase, rights of first refusal or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing Closing, to the Seller's Knowledge, will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease the Seller is not in breach or default of any Lease (or has repudiated any provision thereof), and to the Seller's Knowledge, no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) to the Seller's Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) to the Seller's Knowledge, structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) to Seller's Knowledge, planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed changes in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vi) to the Seller's Knowledge, all buildings and improvements on the Real Estate are in good condition and repair, normal wear and tear excepted;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ixviii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) Schedule 4.13 is an accurate list and general description of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property owned or leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions by Humboldt or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending orits Subsidiaries, to the Seller's Knowledge, threatened condemnation proceedings with respect to any including OREO. Each of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or Humboldt and its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility respective Subsidiaries has good and marketable title to the underlying parcel of real propertyproperties that it owns, as described in such Schedule, free and clear of any Security Interestall mortgages, easementcovenants, covenantconditions, or other restrictionrestrictions, easements, liens, security interests, charges, claims, assessments and encumbrances, except for Permitted Real Estate Encumbrances (a) rights of lessors, lessees or sublessees in such matters as are reflected in a written lease; (b) current Taxes (including assessments collected with Taxes) not yet due and Sellerpayable; (c) encumbrances, if any, that are not substantial in character, amount or extent and do not materially detract from the value, or interfere with present use, or the ability of Humboldt to dispose, of Humboldt's leasehold interest in each Lease has priority over any the property subject thereto or affected thereby; and (d) other interest matters as described in Schedule 4.13. Humboldt and its Subsidiaries have valid leasehold interests in the leaseholds they respectively hold, free and clear of all mortgages, liens, security interests, charges, claims, assessments and encumbrances, except for (a) claims of lessors, co-lessees or sublessees in such matters as are reflected in a written lease; (b) title exceptions affecting the fee interest therein estate of the lessor under such leases; and Permitted Real Estate Encumbrances(c) other matters as described in Schedule 4.13. To the best of Humboldt's Knowledge, the activities of Humboldt and its Subsidiaries with respect to all real property owned or leased by them for use in connection with their operations are in all material respects permitted and authorized by applicable zoning laws, ordinances and regulations and all laws and regulations of any Governmental Entity. Except as set forth in Schedule 4.13, Humboldt and its Subsidiaries enjoy quiet possession under all material leases to which they are the lessees and all of such leases are valid and in full force and effect, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Materially all buildings and improvements on real properties owned or leased by Humboldt or any of its Subsidiaries are in good condition and repair, and do not require more than normal and routine maintenance, to keep them in such condition, normal wear and tear excepted.
Appears in 2 contracts
Sources: Merger Agreement (Humboldt Bancorp), Merger Agreement (Tehama Bancorp)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased or subleased to the Seller (including, without limitation, complete legal descriptions for all Seller. Section 2(i) of the Real Estate)Disclosure Schedule also identifies the leased or subleased properties for which title insurance policies are to be procured in accordance with Section 4(i) below. The Seller has delivered to the Buyers Buyer correct and complete copies of the Leasesleases and subleases listed in of the Disclosure Schedule (as amended to date). With respect to the Real Estate:
(i) the Seller has good each lease and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed sublease listed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");Schedule:
(iii) the Leases are lease or sublease is and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iiiii) no party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iviii) there are no disputes, oral agreements, or forbearance programs in effect as to any Leasethe lease or sublease;
(iv) with respect to each sublease, the representations and warranties set forth in subsections (i) through (iii) above are true and correct with respect to the underlying lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viiivi) to the Seller's Knowledge, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(vii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(ixviii) to the Seller's Knowledge, the owner of each the facility leased facility or subleased has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances recorded easements, covenants, and Seller's leasehold interest in each Lease has priority over any other interest except for restrictions that do not impair the fee interest therein and Permitted Real Estate Encumbrancescurrent use, occupancy, or value, or the marketability of title, of the property subject thereto.
Appears in 2 contracts
Sources: Program Service and Time Brokerage Agreement (Cumulus Media Inc), Program Service and Time Brokerage Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)) in connection with the operation of the Station. The Seller has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(ixxi) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) Schedule 5.11(a) sets forth a list of all real property or any interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) currently owned, or ever owned, by the Buyer, in each case setting forth the street address and legal description of each property covered thereby (the “Owned Premises”).
(b) Schedule 5.11(b) sets forth a list of all leases, licenses or similar agreements relating to the Buyer’s use or occupancy of real estate owned by a third Party (“Leases”), true and correct copies of which have previously been furnished to Buyer, in each case setting forth (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Disclosure Schedule lists Leases, and describes briefly (ii) the street address and legal description of each property covered thereby (the “Leased Premises”). The Leases and all guaranties with respect thereto, are in full force and effect and have not been amended in writing or otherwise, and no Party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or default under any of such Leases. Neither the Buyer nor its agents or employees have received written notice of any claimed abatements, offsets, defenses or other bases for relief or adjustment.
(c) With respect to each Owned Real Estate Premises and real property leased Leased Premises, as applicable: (i) the Buyer has good, marketable and insurable free simple interest in the Owned Premises and a valid leasehold interest in the Leased Premises, free and clear of any Liens, encumbrances, covenants and easements or title defects that have had or could have an adverse effect on the Buyer’s use and occupancy of the Owned Premises and the Leased Premises; (ii) the portions of the buildings located on the Owned Premises and the Leased Premises that are used in the business of the Buyer are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Buyer’s current and reasonably anticipated normal business activities as conducted thereon and, to the Seller Knowledge of the Buyer, there is no latent material defect in the improvements on any Owned Premises, structural elements thereof, the mechanical systems (including, without limitation, complete legal descriptions for all of heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the Real Estate). The Seller has delivered utility system servicing each Owned Premises and the roofs which have not been disclosed to Buyer in writing prior to the Buyers correct and complete copies date of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estatethis Agreement; (iii) structural or mechanical defects in any each of the buildings Owned Premises and the Leased Premises
(a) has direct access to public roads or improvements located on access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the Real Estatecurrent transportation requirements of the business presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current normal business activities conducted at such parcel; and (iv) the Buyer has not received notice of (a) any pending orcondemnation, eminent domain or similar proceeding affecting any portion of the Owned Premises or the Leased Premises or any access thereto, and, to the Seller's KnowledgeKnowledge of the Buyer, threatened changed in no such proceedings are contemplated, (b) any zoning laws special assessment or ordinances pending improvement liens to be made by any governmental authority which may materially adversely affect any of the Real Estate Owned Premises or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trustLeased Premises, or encumbered (c) any interest in the Leases violations of building codes and/or zoning ordinances or its rights thereunder;
(viii) other governmental regulations with respect to the Seller's Knowledge, all facilities on Owned Premises or the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesLeased Premises.
Appears in 2 contracts
Sources: Stock Exchange Agreement (Solar Thin Films, Inc.), Stock Exchange Agreement (Solar Thin Films, Inc.)
Real Property. Section 2(i) Neither the Company nor any of its Subsidiaries owns any real property. Each of the Disclosure Schedule lists and describes briefly all Owned Real Estate and leases for real property leased to which the Seller Company or any of its Subsidiaries is a party (includingthe "Leases") and all amendments, without limitationmodifications and/or extensions thereto are listed on Schedule 3.12 hereto. Schedule 3.12 hereto also lists, complete legal descriptions for all with respect to each Lease, the name of the Real Estate18 tenant(s). The Seller has delivered , landlord(s), whether the Lease is a lease or a sublease, the current expiration dates and remaining options to extend the Buyers correct Leases, and complete copies of the minimum monthly rent and additional rent under the Leases. With respect to the Real Estate:
Leases, (i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
, are unmodified (other than as listed on Schedule 3.12 hereto) and are binding and enforceable in accordance with their terms; (ii) all rental and other charges payable pursuant to the terms and conditions of the Leases have been paid and no rent has been paid in advance more than 30 days; (iii) there are no party charges, offsets or defenses against the enforcement by the lessors thereunder of any agreement, covenant or condition on the part of the Company or any of its Subsidiaries, as the case may be, to any Lease is in breach be performed or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse observed pursuant to the terms of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
the Leases; (iv) there are no disputesdefaults by the Company or any of its Subsidiaries, oral agreementsas the case may be, of any agreement, covenant or forbearance programs in effect condition on the part of the Company or such Subsidiary, as the case may be, to be performed or observed pursuant to the terms of the Leases which with the giving of notice or the lapse of time would give rise to the termination of any Lease;
such Leases; (v) none there are no actions or proceedings pending or to the best of the Owned Real Estate and to Company's knowledge, threatened, by any lessor under the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
; (vi) except for Permitted Real Estate Encumbrancesthe consummation of the Offer and the Merger will not constitute a prohibited transfer or assignment under any of the Leases; and (vii) to the knowledge of the Company, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to material defaults by any of the Real Estate; (ii) pending orrespective lessors of any agreement, covenant or condition on the part of the lessor to be performed or observed pursuant to the Seller's Knowledge, threatened condemnation proceedings with respect to any terms of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesLeases.
Appears in 2 contracts
Sources: Merger Agreement (Wolters Kluwer Us Corp), Merger Agreement (Ovid Technologies Inc)
Real Property. (a) Section 2(i3.13(a) of the Seller Disclosure Schedule Letter lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all owned by any of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the LeasesSellers. With respect to the Real Estateeach such parcel of owned real property:
(i) the Seller identified owner has good and marketable title to all the parcel of the Owned Real Estate real property, free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever Encumbrance except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) there are no pending or, to the Leases knowledge of any of the Sellers, threatened condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters affecting adversely the current use, occupancy, or value thereof;
(iii) Sellers have delivered to the Purchaser prior to the execution of this Agreement true and complete copies of all deeds, leases, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys and similar documents, and all amendments thereof, in the Sellers' possession, with respect to the parcel of real property;
(iv) except as disclosed in Section 3.13(a)(iv) of the Seller Disclosure Letter, there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property;
(v) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; and
(vi) there are no parties (other than the Sellers) in possession of the parcel of real property, following other than tenants under any leases disclosed in Section 3.13(a)(iv) of the Seller Disclosure Letter who are in possession of space to which they are entitled.
(b) Section 3.13(b) of the Seller Disclosure Letter lists and describes briefly all real property leased or subleased to any of the Sellers, including the date of and parties to each real property lease, the date of and parties to each amendment, modification and supplement thereto, the term and renewal terms (whether or not exercised) thereof and a brief description of the leased real property covered thereby. The Sellers have delivered to the Purchaser true, correct, and complete copies of the leases and subleases listed in Section 3.13(b) of the Seller Disclosure Letter (as amended to date). With respect to each lease and sublease listed in Section 3.13(b) of the Seller Disclosure Letter, other than those that expire by their terms prior to Closing or are not Assumed Contracts being assumed by Purchaser and except to the extent excused by or unenforceable as a result of the commencement or pendency of the Chapter 11 Case or the application of any provision of the Bankruptcy Code (but only to the extent such excuse, lack of enforceability or application of law will continue to beapply in favor of Purchaser and its successors and assigns following Closing), legal, valid, binding, enforceable, and the lease or sublease is in full force and effect;
(iii) , and no party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, modification or acceleration thereunder;.
(ivc) there are no disputesSellers shall file, oral agreementsand provide Purchaser with copies of, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (all real property transfer tax returns and other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) similar filings required by law in connection with the operation thereof Contemplated Transactions and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) relating to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free any part thereof or ownership interest therein, all duly and clear properly executed and acknowledged by Sellers.
(d) Each Seller other than GST shall provide Purchaser with an affidavit of any Security Interestan officer of each Seller, easementsworn to under penalty of perjury, covenant, or other restriction, except for Permitted Real Estate Encumbrances and setting forth each Seller's leasehold interest in each Lease has priority over any other interest except for name, address and Federal tax identification number and stating that the fee interest therein and Permitted Real Estate EncumbrancesSeller is not a "foreign person" within the meaning of Section 1445 of the Code. If, on or before the Closing Date, Purchaser shall not have received such affidavit, Purchaser may withhold from the cash payments to Sellers at Closing such sums as are required to be withheld therefrom under Section 1445 of the Code.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Time Warner Telecom Inc), Asset Purchase Agreement (GST Telecommunications Inc)
Real Property. Section 2(i2(g) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has Sellers have delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has Sellers have good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i2(f) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Sellers' Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Sellers' Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located on in the Real Estate; (ivvi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Sellers' Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's Sellers' use thereof;
(vii) all buildings and improvements on the Seller has Real Estate are in AS IS condition WHERE IS;
(viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiix) to the Seller's Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(ixviii) to the Seller's Sellers' Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's Sellers' leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i(a) Except as set forth on Schedule 2.17(a), the Company or a Subsidiary owns fee simple absolute title to all owned real properties used in the conduct and operation of its respective business as set forth on Schedule 2.17(a) (the Disclosure Schedule lists and describes briefly all "Owned Real Estate and real property leased Estate"), and, to the Seller Company's knowledge, the Company or a Subsidiary has a valid leasehold interest in all other real properties used in the conduct and operation of its business as set forth on Schedule 2.17(a) (includingthe "Leased Real Estate" and together with the Owned Real Estate, without limitationthe "Real Estate"). Schedule 2.17(a) contains a true, correct and complete legal descriptions for list of all of the Real Estate). The Seller has delivered to , including the Buyers correct and complete copies name of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all owner of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none record of the Owned Real Estate and the name of the lessee of the Leased Real Estate, an accurate street address, a brief description of the use of such Real Estate and the lease, sublease or other agreement for all Leased Real Estate. It is understood that certain of the Owned Real Estate may be in the name of former subsidiaries of the Company that no longer exist or may otherwise be in the name of a Person which is not the Company or a Subsidiary. Purchaser acknowledges and agrees that so long as any such Owned Real Estate is transferred to the Seller's KnowledgeCompany or any of its Subsidiaries prior to the Closing (unless such Owned Real Estate is otherwise designated as an Excluded Asset, none in which case such transfer shall not be required), the ownership of such Real Estate by a Person other than the Company or any of its Subsidiaries shall not constitute a breach of the properties subject representations and warranties set forth in this Section 2.17.
(b) To the Company's knowledge, except as set forth on Schedule 2.17(b), all material components of all improvements included within any Real Estate (collectively, the "Improvements", which term with respect to Leased Real Estate, shall specifically exclude any portion of any improvement that is not leased to the Leases is subject to any lease (other than LeasesCompany or its Subsidiaries), option including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein are adequate to purchase conduct the business of the Company and its Subsidiaries as currently conducted.
(c) Except as set forth on Schedule 2.17(c), all material Permits required to have been issued to the Company or rights any of first refusalits Subsidiaries to enable any Real Estate to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect. Except as set forth on Schedule 2.17(c), neither the Company nor any of its Subsidiaries has received any written notice of any pending, threatened or contemplated condemnation proceeding affecting any Real Estate or any part thereof or any proposed termination or impairment of any parking at any such owned or leased real property or of any sale or other disposition of any such Real Estate or any part thereof in lieu of condemnation.
(d) Except as set forth on Schedule 2.17(d):
(i) to the Company's knowledge, no Improvement fails to conform in any material respect with applicable ordinances, regulations, zoning laws and restrictive covenants nor encroaches upon real property of others, nor is any such Real Estate encroached upon by structures of others in any case in any manner that would have or would be reasonably likely to have a Material Adverse Effect;
(viii) except for Permitted to the Company's knowledge, no charges or violations have been received by, made or threatened against the Company or any of its Subsidiaries, against or relating to any such Real Estate Encumbrancesor Improvements or any of the operations conducted at any Real Estate, as a result of any violation or alleged violation of any applicable ordinances, requirements, regulations, zoning laws or restrictive covenants or as a result of any encroachment on the property of others, where the effect of same would have or would be reasonably likely to have a Material Adverse Effect;
(iii) other than pursuant to applicable laws, rules, regulations or ordinances, or pursuant to any leases or subleases of Leased Real Estate, or pursuant to any mortgages, deeds of trust or other security instruments listed on Schedule 2.17(d) affecting any Real Estate, covenants that run with the land or provisions in any agreement listed on Schedule 2.17(d), to the Company's knowledge, there exists no restriction on the use, transfer or mortgaging of any Real Estate;
(iv) to the Company's knowledge, the Company and each of its Subsidiaries have adequate permanent rights of ingress to and egress from any such property used by it for the operations conducted thereon; and
(v) to the knowledge of the Company, except as may otherwise be provided in Schedule 2.17(d), there are no (i) actual or, developments specifically related to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) interests of the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trustCompany or its Subsidiaries therein, or encumbered any interest in the Leases use or its rights thereunder;
(viii) operation thereof, pending or threatened that might reasonably be expected to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesa Material Adverse Effect.
Appears in 2 contracts
Sources: Investment Agreement (Icahn Carl C Et Al), Investment Agreement (Philip Services Corp/De)
Real Property. Section 2(iThe Company does not own any real property. The real property described on Schedule 2.14 (together with all improvements and fixtures thereon and all easements, rights of way and other appurtenances thereto, the "Real Property") of the Disclosure Schedule lists and describes briefly constitutes all Owned Real Estate and real property leased to by the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)Company. The Seller Company has delivered to the Buyers Purchaser true and correct and complete copies of all certificates of occupancy and building permits in the Leasespossession of the Company for the improvements located on the Real Property described on Schedule 2.14. With Except as set forth on Schedule 2.14, with respect to the leased premises constituting the Real EstateProperty:
(ia) there are no pending or, to the Seller has good and marketable title to all knowledge of the Owned Real Estate free and clear of all liensCompany, chargesthreatened condemnation or expropriation proceedings, mortgages, security interests, easements, restrictions lawsuits or administrative actions relating to the premises or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair legal matters affecting adversely the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances")thereof;
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(ivb) there are no disputesleases, oral subleases, licenses, concessions or other agreements, written or forbearance programs in effect as oral, granting to any Leaseparty or parties (other than the Company) the right of use or occupancy of any portion of the premises or any other interest therein;
(vc) none there are no parties in possession of the Owned Real Estate and to the Seller's Knowledgepremises, none of the properties subject to the Leases is subject to any lease (other than Leases)tenants under any leases or subleases disclosed on Schedule 2.14, option who are in possession of space to purchase or rights of first refusalwhich they are entitled;
(vid) except for Permitted Real Estate Encumbrances, there are no material improvements necessary to use the premises for their intended purpose; and
(ie) actual orneither the execution and delivery of the Transaction Documents nor the issuance of the Convertible Preferred Stock, to the Seller's KnowledgePurchaser Warrants, proposed special assessments the Conversion Shares or Exercise Shares, nor the consummation or performance of any of the Contemplated Transactions, has constituted or resulted in or will constitute or result in a Contravention of or a trigger of any "change of control" or other right of any Person under or require any consent, waiver, release or approval under or with respect to any term or provision of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural leases, subleases, licenses, concessions or mechanical defects in any of the buildings other agreements, written or improvements located on oral, relating to the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 2 contracts
Sources: Restructuring Agreement (Aquis Communications Group Inc), Restructuring Agreement (Finova Capital Corp)
Real Property. Section 2(i(a) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to each Parent Lease, except as set forth in Section 4.15 of the Real EstateParent Disclosure Letter or except as would not reasonably be expected to result in, individually or in the aggregate, material costs or liabilities to, or other material negative impact on, Parent and its Subsidiaries, taken as a whole:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, such Parent Lease is legal, valid, binding, enforceable, enforceable and in full force and effect, subject to bankruptcy, insolvency, reorganization, moratoriums or similar laws now or hereafter in effect relating to creditor’s rights generally or to general principles of equity;
(ii) neither Parent nor any Subsidiary nor, to the Knowledge of Parent, any other party, is in material breach or violation of, or material default under, any such Parent Lease, and no event has occurred, is pending or, to the Knowledge of Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by Parent or any Subsidiary or, to the Knowledge of Parent, any other party under such Parent Lease;
(iii) no party all leased Parent Facilities are supplied with utilities and other services adequate for the operation of said leased Parent Facilities and are in good repair and working order sufficient for normal operation of Parent’s business, subject to any Lease is in breach or default (or has repudiated any provision thereof)normal wear and tear, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunderadequate and suitable for the purposes for which they are presently being used;
(iv) there are no disputesto the Knowledge of Parent, oral agreementseach of the leased Parent Facilities has unlimited access to and from publicly dedicated streets, or forbearance programs in effect as to any Leasethe responsibility for maintenance of which has been accepted by the appropriate Governmental Authority;
(v) none of the Owned Real Estate and to the Seller's KnowledgeKnowledge of Parent, none of the properties subject no Security Interest, easement, covenant or other restriction or title matter applicable to the Leases is real property subject to any lease (such lease, other than Leases)Permitted Liens, option would reasonably be expected to purchase materially impair the current uses or rights the occupancy by Parent or a Subsidiary of first refusalthe property subject thereto;
(vi) there are no material disputes, oral agreements or forbearance programs between Parent or the applicable Subsidiary and the lessor with respect to such Parent Lease;
(vii) there are no outstanding options or rights of any party (other than Parent or its Subsidiaries) to terminate such Parent Lease prior to the expiration of the term thereof (except for Permitted Real Estate Encumbrancestermination rights following a casualty, condemnation, default or similar event);
(viii) to the Knowledge of Parent, all material components of all improvements located on or included with any real property subject to such Parent Lease, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are, in all material respects, in good working condition and order (ordinary wear and tear excepted) and free from material structural or other material defects, adequate for the operation of such buildings and improvements for the purposes for which they are presently being used and Parent has maintained or caused to be maintained the same substantially in accordance with the terms of the Parent Lease;
(ix) no portion of any real property or improvements located thereon that is the subject of such Parent Lease has, during the term of such Parent Lease, suffered any damage by fire or other casualty loss which has not heretofore been completely repaired and restored in accordance with the terms of such Parent Lease except as would not, individually or in the aggregate, reasonably be expected to materially interfere with the use of such leased Parent Facility for the purposes for which they are presently being used; and
(x) there are no (i) actual or, to the Seller's KnowledgeKnowledge of Parent, proposed special assessments with respect pending or threatened condemnation proceedings relating to any the real property that is the subject of the Real Estate; such Parent Lease or (ii) pending or, to the Seller's KnowledgeKnowledge of the Company, threatened condemnation proceedings with respect litigation, claims, actions, suits, proceedings, investigations or administrative actions relating to any of such Parent Lease or the Real Estate; (iii) structural or mechanical defects in any of real property and/or improvements that are the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use subject thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 1 contract
Real Property. Section 2(i(i) The Target does not own and has never owned any real property.
(ii) ss.3(l)(ii) of the Disclosure Schedule lists and describes identifies briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)leases pursuant to which real property is leased or subleased to the Target. The Seller Target has delivered to the Buyers Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good leases and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed subleases listed in Section 2(iss.3(l)(ii) of the Disclosure Schedule (collectivelyas amended to date). With respect to each lease and sublease listed in ss.3(l)(ii) of the Disclosure Schedule:
(A) to the Knowledge of the Target, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(iiiB) to the Knowledge of the Target, the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in ss.2 above);
(C) to the Knowledge the Target, no party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(ivD) to the Knowledge of Target, no party to the lease or sublease has repudiated any provision thereof;
(E) to the Knowledge of Target, there are no disputes, oral agreements, or forbearance programs in effect as to any Leasethe lease or sublease;
(vF) none to the Knowledge of the Owned Real Estate Target, with respect to each sublease, the representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalunderlying lease;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(viiG) the Seller Target has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viiiH) to the Seller's KnowledgeKnowledge of Target, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits licenses and zoning approvalspermits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ixI) to the Seller's Knowledge, the owner of each all facilities leased facility has good or subleased thereunder are supplied with utilities and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except services necessary for the fee interest therein and Permitted Real Estate Encumbrancesoperation of said facilities.
Appears in 1 contract
Sources: Asset Purchase Agreement (Electronic Control Security Inc)
Real Property. Section 2(iSeller does not own and has not owned any real property. Seller has a valid leasehold interest in certain real property, which it holds under the leases described in Schedule 10(o)(i) of the Disclosure Schedule lists (the “Leased Real Property”), free and describes briefly clear of all Owned liens and encumbrances, except for any statutory liens. The Leased Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for Property constitutes all of the Real Estate)facilities used or occupied by Seller in connection with the business. The Seller has delivered to the Buyers correct and complete copies Except as described on Schedule 10(o)(ii) of the Leases. With respect to Disclosure Schedule, Muzzah & Company, LLC (“Muzzah”), an affiliate of the Real Estate:
(i) the Seller Shareholders, has good and marketable title to all of the Owned Real Estate Georgia Property, free and clear of all liens and encumbrances, except for any statutory liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for and Muzzah’s interest in the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of Georgia Property is insured under a title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and insurance policy. With respect to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Leased Real Estate Encumbrances, there are no Property: (i) actual or, Seller has all easements and rights necessary to conduct the Seller's Knowledge, proposed special assessments Business in a manner consistent with respect to any of the Real Estatepast practices; (ii) pending or, no portion thereof is subject to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge’s knowledge, threatened changed condemnation proceeding or proceeding by any governmental authority; (iii) the buildings, plants, improvements and structures, including, without limitation, heating, ventilation and air conditioning systems, roof, foundation and floors, are in any good operating condition and repair, subject only to ordinary wear and tear, and are in compliance, in all material respects, with all zoning or other applicable federal, state or local laws or ordinances which may materially adversely affect regulations; (iv) Seller has not received notice, and the Seller has no knowledge, of any leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any parcel of Leased Real Property; (v) Seller has not received notice, and the Seller has no knowledge, of any outstanding options or rights of first refusal to purchase any parcel of Leased Real Property, or any portion or interest therein; (vi) Seller has not received notice, and the Seller has no knowledge, of any parties (other than Seller) in possession of any parcel of Leased Real Property, other than tenants under any leases of the Leased Real Estate or Seller's use thereof;
Property who are in possession of space to which they are entitled and Seller enjoys peaceful and undisturbed possession under all leases for Leased Real Property; (vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded Leased Real Property is supplied with utilities and other services reasonably necessary for the operation of the Business in trust, or encumbered any interest in the Leases or its rights thereunder;
a manner consistent with past practices; and (viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free Leased Real Property abuts on and clear of any Security Interest, easement, covenant, has direct vehicular access to a public road or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesaccess to a public road.
Appears in 1 contract
Real Property. Section 2(iExcept as set forth on Schedule 5.14 hereto: -------------
(a) Parent or one of the Disclosure Schedule lists its Subsidiaries has good and describes briefly marketable, insurable fee simple title or good and insurable leasehold interest in all Owned Real Estate and real property leased to (including all buildings, improvements and fixtures thereon) used in the Seller operation of Parent's Business (including, without limitation, complete legal descriptions for all of the "Parent Real EstateProperty"). The Seller has delivered Attached to the Buyers correct and complete copies Schedule 5.14 are all policies of the Leases. With title insurance currently ------------- existing in favor of Parent or one of its Subsidiaries with respect to the Parent Real Estate:Property. Except for liens for current taxes not yet due and the items set forth on Schedule 5.14, there are no Liens on any of the ------------- Parent Real Property or the interest of Parent or one of its Subsidiaries therein.
(b) There are no parties in possession of any portion of the Parent Real Property other than Parent or one of its Subsidiaries, whether as lessees, tenants at will, trespassers or otherwise.
(c) There are water, sewer, gas and electrical lines presently in existence on the Parent Real Property that are sufficient to service adequately the operations of Parent Business as presently operated in each building located on the Parent Real Property.
(d) To the knowledge of Parent, there is no pending or threatened condemnation or similar proceeding affecting the Parent Real Property or any portion thereof, and, to the knowledge of Parent, no such action is presently contemplated.
(e) To the knowledge of Parent, there are no laws, ordinances, restrictions, judicial or administrative actions, actions by adjacent landowners, or natural or artificial conditions upon the Parent Real Property, or any other fact or condition, that would have a material adverse effect upon the use of the Parent Real Property for the operation of Parent's Business.
(f) Parent has not received any notice from any insurance company of any defects or inadequacies in the Parent Real Property or any part thereof that would materially adversely affect the insurability of Parent's or its Subsidiaries' interest in the Parent Real Property or the premiums for the insurance thereof.
(g) To the knowledge of Parent, neither Parent's nor its Subsidiaries' use, operation and maintenance of the Parent Real Property violates any restrictive covenants affecting the Parent Real Property, or any zoning, building or other federal, state or municipal law, ordinance, regulation or restriction.
(h) To the knowledge of Parent, there is no law, ordinance, order, regulation or requirement now in existence, or, to the knowledge of Parent, under active consideration by any Governmental Entity, that would require Parent or its Subsidiaries (whether directly or under the provisions of any of the Parent Leases (as hereinafter defined) covering the Parent Real Property) to make any material expenditure to modify or improve any of the Parent Real Property to bring it into compliance therewith.
(i) To the Seller has good and marketable title to all knowledge of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate EncumbrancesParent, there are no (i) actual orstructural, to the Seller's Knowledgeor material electrical, proposed special assessments with respect to any of the Real Estate; (ii) pending ormechanical, to the Seller's Knowledgeplumbing, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical other defects in any of the buildings or improvements located on the Parent Real Estate; (iv) any pending or, to Property and the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, buildings thereon are free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesfrom leaks.
Appears in 1 contract
Real Property. Section 2(iSeller owns good, marketable, merchantable fee simple (full ownership) and/or leasehold title, as the case may be, to the Real Property, together with all buildings, improvements, fixtures and component parts thereon and all easements, servitudes, appurtenances and rights thereto, and Seller has not created any mortgages, liens, restrictions, agreements, claims, or other encumbrances which cause title to such real property to be unmarketable or unmerchantable or which will materially interfere with the use by Buyer of the Disclosure Schedule lists Assets in a manner consistent with the current use by Seller. The Real Property will be conveyed to Buyer subject to (i) current taxes not yet due and describes briefly all Owned Real Estate and real property leased to the Seller payable, (ii) liens securing any indebtedness expressly assumed hereunder by Buyer, (iii) any lease obligation expressly assumed hereunder by
(a) If any lien or liens including, without limitation, complete legal descriptions for all of mortgage liens, mechanics and materialmen' s liens, and judgment liens, which are not Permitted Encumbrances or Assumed Liabilities, are asserted against the Real Estate). The Property, Seller has delivered to shall obtain the Buyers correct and complete copies release of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances"such lien(s);
(iib) Other than as may be set forth on Schedule 3.10 hereto, Seller has not received notice of a violation of any applicable ordinance or other law, order, regulation, or requirement and has not received notice of condemnation, lien, assessment, or the Leases are like relating to any part of the Real Property or the operation thereof and, following the Closing will continue to beSeller's knowledge, legal, valid, binding, enforceable, and in full force and effectno such notice is threatened or contemplated;
(iiic) no party to any Lease is in breach or default At Closing, Seller shall convey by special warranty deed (or has repudiated any provision thereof), and no event has occurred which, Acts of Cash Sale with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiwarranty) to Buyer good, marketable and merchantable fee simple (full ownership) or leasehold, as the Seller's Knowledgecase may be, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real propertyReal Property, free and clear of any Security Interestmortgage, easementlien, covenantrestriction, agreement, claim, or other restrictionencumbrance, except for the Permitted Encumbrances;
(d) The Real Estate Encumbrances Property and its operation are in compliance in all material respects with all applicable zoning ordinances, and the consummation of the transactions contemplated herein will not result in a material violation of any applicable zoning ordinance or the termination of any applicable zoning variance now existing, and if any of the improvements on the Real Property are damaged or destroyed subsequent to Closing, the repair or replacement of same by Buyer to the condition existing immediately prior to Closing will not materially violate applicable zoning ordinances (assuming there has been no change in such zoning ordinances);
(e) Except for the Permitted Encumbrances, the Real Property is subject to no easements, servitudes, restrictions, ordinances, or such other limitations on title which make or could make the Real Property, or any part thereof, unusable for its current use or unmarketable or unmerchantable;
(f) All utilities serving the Real Property are, and, to the extent within Seller's leasehold interest control, shall be at Closing, adequate to operate the Real Property in each Lease has priority over the manner it is currently operated.
(g) Except for those tenants in possession of the Real Property under the Contracts listed on Schedule 3.17, there are no parties in possession of, or claiming any possession, adverse or not, to or other interest except for in, any portion of the fee interest therein and Permitted Real Estate EncumbrancesProperty as lessees, tenants at sufferance, trespassers or, to Seller's knowledge, otherwise. No tenant is entitled to any rebate,
(h) Any division of the Real Property by Seller or its Affiliates has been done in material compliance with all applicable subdivision, zoning or other land use laws, regulations, ordinances or requirements.
Appears in 1 contract
Real Property. Section 2(i(a) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes Except for the year parcel of Closing land more particularly identified and municipal described on Schedule 2.4(a) (the "Land"), the buildings and zoning ordinances and recorded utility easements which do not impair improvements situated on the current useLand located at or known as ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ (collectively, the "Permitted Real Estate EncumbrancesBuilding");
(ii) the Leases are and, following the Closing will continue to beall right, legal, valid, binding, enforceable, title and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none interest of the Owned Real Estate Company, if any, in and to the Seller's Knowledgeland tying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any taking by condemnation or any damage to the Land by reason of a change of grade of any street or highway, none the appurtenances and all the estate and rights of Seller in and to the Land and Building, and all right, title and interest of the properties subject Company, if any, in and to the Leases is subject fixtures, equipment and other personal property attached or appurtenant to the Building (collectively, the "Premises") the Company does not own, have legal or equitable title in, or have a leasehold interest in any lease (other than Leases), option to purchase or rights of first refusal;real property.
(vib) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rulesThe Company has, and regulations; and
(ix) to the Seller's Knowledgeat dosing will have, the owner of each leased facility has good and marketable title in fee simple to the underlying parcel of real propertyPremises, free and clear of any Security Interestmortgage, lien claim, charge, exception, imperfection of title, encroachment, easement, covenantright-of-way, tenancy, squatters' right or encumbrance (collectively "Impairments"); except for those Impairments (i) which are described on Schedule 2.4 (b) ("Permitted Impairments") and such other matters that any title insurer licensed to do business in the State of New York shall be willing, without special premium, to omit as exceptions to coverage or to except with insurance against collection out of or enforcement against the Premises.
(c) With respect to the mortgages referred to on Schedule 2.4(b), no default or event of default on the part of the Company as mortgagor or, to the knowledge of the Seller, no default or event of default on the part of the mortgagee, under the provisions of any of said mortgages, and no event which with the giving of notice or passage of time, or other restrictionboth, would constitute such default or event of default on the part of the Company or, to the knowledge of Seller, on the part of any such mortgagee, has occurred and is continuing unremedied or unwaived. Copies of documents constituting such existing mortgage(s) and any note(s) secured thereby are attached hereto as Schedule 2.4(c). Such copies are true copies of the originals and such mortgage(s) and note(s) secured thereby have not been modified or amended except as shown in such documents.
(d) There exists no pending or, to the knowledge of Seller, threatened condemnation, eminent domain or similar proceeding with respect to, or which could affect the Premises, except for Permitted Real Estate Encumbrances that the tax lien of the City of New York has been transferred to another lienor.
(e) There are no tax abatements or exemptions affecting the Premises. Except as set forth on Schedule 2.6(e), Seller has no actual knowledge of any assessment payable in annual installments, or any part thereof, which has become a lien on the Premises.
(f) Seller has no actual knowledge that any incinerator, boiler or other burning equipment on the Premises is being operated in violation of applicable law. If copies of a certificate or certificates therefor have been exhibited to and Seller's leasehold interest in each Lease has priority over any other interest except for initialed by Buyer or its representative, such copies are true copies of the fee interest therein and Permitted Real Estate Encumbrancesoriginals.
Appears in 1 contract
Real Property. Section 2(i) Set forth in SCHEDULE 4.14 is a complete and accurate description of the Disclosure Schedule lists and describes briefly all Owned Real Estate and each parcel of real property owned by and/or leased or occupied by PSI or any Subsidiary, including any easements, covenants, rights-of-way or similar restrictions (collectively the "Real Property"), and, except as set forth in SCHEDULE 4.14, neither PSI nor any Subsidiary leases, subleases, owns nor occupies any other real property nor is any other real property used in or related to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)their businesses. The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real EstateExcept as indicated in SCHEDULE 4.14:
(ia) PSI and each Subsidiary has, and at the Seller has Closing Date will have, good and marketable fee simple absolute title in and to all of the Owned Real Estate Property owned by it, free and clear of all liensLiens, chargestitle defects, mortgages, pledges, security interests, easements, conditional sales agreements, transfer restrictions and other restrictions or other encumbrances of any nature whatsoever kind whatsoever, except real estate as set forth on SCHEDULE 4.14, and except for (i) liens for all applicable taxes which are not yet payable, (ii) easements for the year erection and maintenance of Closing public utilities, (iii) secured indebtedness reflected on the Financial Statements, and municipal (iv) minor encumbrances which are not material in amount and zoning ordinances laws and recorded utility easements which other land use restrictions that do not impair materially detract from the current use, occupancy present or value or the marketability of title intended use of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances")Property;
(iib) the Leases are andPSI and each Subsidiary has, following and at the Closing Date will continue have, good and valid title to bethe leasehold estates in all leased Real Property, legalfree and clear of all Liens, valideasements, bindingcovenants, enforceablerights-of-way, transfer restrictions and in full force and effectother restrictions of any nature whatsoever;
(iiic) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any Each of the buildings or and all roofs, fixtures and improvements located on the Real Estate; Property are in good operating condition, ordinary wear and tear excepted, and have been properly maintained and repaired as necessary;
(ivd) Neither PSI nor any Subsidiary has received any notice, nor is it aware, that any of the buildings, structures or other improvements erected on the Real Property, or the present use thereof, (i) do not conform in all respects with all applicable zoning and building laws (or does not constitute a legal nonconforming use), ordinances, regulations or other laws and applicable deed restrictions, or (ii) encroach on property of others;
(e) Neither PSI nor any Subsidiary has received any written or oral notice of any pending or(i) change of such zoning and building laws, ordinances, regulations or other laws affecting any of such properties, or (ii) partial or full condemnation of any such properties; and
(f) Neither PSI nor any Subsidiary has received any notice from any municipal body or other public authority requiring work to the Seller's Knowledge, threatened changed in any zoning laws be done or ordinances which may materially adversely affect improvements to be made upon any of the Real Estate Property and has no Knowledge of the enactment or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, adoption of any ordinance or encumbered resolution by any interest in the Leases such body or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on authority authorizing work or improvements for which any of the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty may be assessed.
Appears in 1 contract
Real Property. Section 2(i(a) of the Disclosure Schedule No Acquired Entity owns (or has ever owned) any real property.
(b) SCHEDULE 6.14(B) lists and describes briefly all Owned Real Estate and real property leased or subleased to each Acquired Entity, each lease and sublease Contract, and in respect of each such Contract: the Seller (includingmunicipal address and applicable unit or premises leased at the date of such contract and any amendments; the parties thereto; the area of the space subject thereto; the remaining term and any unexpired options to extend or renew; the current basic and percentage rent; the amount of any prepaid rent; deposit, without limitationguarantee, complete legal descriptions for indemnity or security; any current or future rent-free period, all of the Real Estate)such information being true and accurate. The Seller has delivered Sellers have made available to the Buyers Parent correct and complete copies of the Leaseslease and sublease Contracts (as amended to date) listed in SCHEDULE 6.14(B). With Except as set forth in SCHEDULE 6.14(B), with respect to the Real Estateeach lease and sublease Contract required to be listed in such schedule:
(i) the Seller has good Contract is Enforceable and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances")unamended;
(ii) the Leases are and, following the Closing Contract will continue to be, legal, valid, binding, enforceable, and in full force and effectbe Enforceable on identical terms following the consummation of the Transactions;
(iii) no Acquired Entity (and to each Seller Party's Knowledge without investigation beyond the Seller Party), no counter-party to any Lease is in breach or default (or has repudiated any provision thereof)Breach of such Contract, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration material Breach by an Acquired Entity thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as party to any Leasethe Contract has delivered a written demand for early termination thereof;
(v) none of the Owned Real Estate and there are no Actions, Orders, or forbearances in effect as to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalContract;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of each sublease Contract, the Real Estate; representations and warranties set forth in SECTIONS 6.14(B)(I) - (iiV) pending orare, to each Seller Party's Knowledge without investigation beyond the Seller's KnowledgeSeller Party, threatened condemnation proceedings true and correct with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereofunderlying lease Contract;
(vii) the Seller no Acquired Entity has not assigned, transferred, conveyed, mortgaged, deeded in trust, granted or encumbered suffered to exist any interest Security Interest in the Leases leasehold or its rights thereundersubleasehold Contract save for the Security Interests listed on SCHEDULE 6.13(A);
(viii) to the Seller's Knowledge, Contract has not been assigned in favor of any Person;
(ix) all facilities on leased or subleased under the Real Estate Contract have received all approvals of governmental authorities (including licenses, permits and zoning approvals) Permits required in connection with the operation thereof by the Seller Parties and have been operated and maintained in all material respects in accordance with applicable laws, rules, and regulationsLaws; and
(ixx) to all facilities leased or subleased under the Seller's Knowledge, the owner of each leased facility has good Contract are supplied with utilities and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except services necessary for the fee interest therein and Permitted Real Estate Encumbrancesoperation of said facilities.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Tarrant Apparel Group)
Real Property. Section 2(i(a) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased After giving effect to the Seller (includingRestructuring, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good Company and marketable its Subsidiaries will have legal and valid fee simple title to all of the fee owned real property of the Business, each of which is described by physical address, tax parcel number or map and lot designation, along with its current use and owner (after giving effect to the Restructuring), on Schedule 3.8(a) (the “Owned Real Estate Property”), free and clear of all liensLiens, chargesexcept for Permitted Liens, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) except as set forth on Schedule 3.8(a), there are no Leases from the Leases are and, following Company or any of its Subsidiaries to any Person granting the Closing will continue right to be, legal, valid, binding, enforceableuse or occupy the Owned Real Property or any portion thereof, and (iii) except as set forth on Schedule 3.8(a), there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof.
(b) (i) After giving effect to the Restructuring, the Company and its Subsidiaries will have good and valid leasehold, subleasehold or licensee interest in and to all of the leased, subleased or licensed real property of the Business, which is leased, subleased or licensed pursuant to the agreements described on Schedule 3.8(b) (such real property, the “Leased Real Property”, and together with the Owned Real Property, the “Company Real Property”), free and clear of all Liens, except for Permitted Liens, (ii) Seller Group has made available to Buyer a true and complete copy of each Lease underlying the Leased Real Property (such Leases, the “Real Property Leases”), (iii) each Real Property Lease is in full force and effect;
, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (iii) no party to any Lease regardless of whether enforcement is sought in breach a proceeding at law or default (or has repudiated any provision thereofin equity), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputesmember of Seller Group has received any written notice of any currently outstanding and uncured material defaults under any of the Real Property Leases, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leasesexcept as set forth on Schedule 3.8(b), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to Leases from the Seller's Knowledge, proposed special assessments with respect Company or any of its Subsidiaries to any Person granting the right to use or occupy the Leased Real Property or any portion thereof, and (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any mortgage or other security interest in any Real Property Lease or any interest therein.
(c) No member of Seller Group has received a written notice from a Governmental Authority alleging a currently outstanding and uncured material violation by the Company or any of its Subsidiaries of any building, zoning, land use or similar laws, codes, ordinances, regulations and orders of Governmental Authorities applicable to any Company Real Property. No member of Seller Group has received any written notice or claim from any counterparty or beneficiary of any easement, covenant, condition, restriction or similar provision in any instrument of record or unrecorded agreement affecting the Company Real Property alleging that the current use and occupancy of the Company Real Estate; Property or the operation of the Business as currently conducted thereon violates in any material respect any such easement, covenant, condition, restriction or similar provision.
(iid) There is no pending or, to the Knowledge of Seller's Knowledge, threatened condemnation proceedings condemnation, expropriation, eminent domain or similar proceeding affecting all or any part of the Company Real Property, and no member of Seller Group has received any written notice thereof with respect to the Company Real Property.
(e) To the Knowledge of Seller, neither the Company nor any of the Real Estate; (iii) structural its Subsidiaries has any right to acquire or mechanical defects in lease any real property pursuant to any outstanding Contract or option to purchase or lease any real property that, as of the buildings or date hereof, is intended to be used in the operation of the Business.
(f) All improvements located on the Company Real Estate; Property are in sufficiently good condition and repair (iv) any pending or, giving due account to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any age and length of use of the same, ordinary wear and tear excepted) to allow the Business to be operated in all material respects as currently operated and as presently proposed to be operated. No fact or condition exists which would reasonably be expected to result in the termination or reduction of the current access from the Company Real Estate Property to existing roads or Seller's to sewer or other utility services presently serving such Company Real Property that would materially impact the use thereof;
(vii) of the Seller Company Real Property. No casualty event has occurred with respect to the Company Real Property that has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesfully remedied.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Verso Corp)
Real Property. Section 2(i(i) of the Disclosure Schedule 3(l)(i) lists and describes briefly all Owned Real Estate and real property leased that Seller, with respect to the Seller (includingBusinesses, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leasesowns. With respect to the Real Estateeach such parcel of owned real property:
(iA) the Seller has as good and marketable title to the parcel of real property, subject to all matters of record, those matters which a physical inspection of the Owned Real Estate free property would disclose, and clear except for installments of all liens, charges, mortgages, security interests, easements, special assessments not yet delinquent and governmental and other restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value occupancy, value, or the marketability of title title, of the property and which are disclosed in Section 2(i) of the Disclosure Schedule subject thereto (collectively, the "Permitted Real Estate EncumbrancesExceptions");
(B) to the Knowledge of either Seller there are no pending, or threatened in writing, Proceedings, including without limitation, condemnation or real estate taxation proceedings, lawsuits or administrative actions, relating to the property or other matters affecting the current use, occupancy, taxation or value thereof;
(C) to the Knowledge of either Seller Seller has not granted rights to any Person to possession of the parcel or real property, other than rights of tenants under any leases disclosed in Schedule 3(l)(i) or (ii) who are in possession of space to which they are entitled;
(D) to the Leases Knowledge of either Seller there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; and
(E) except as set forth on Schedule 3(l)(i) or (ii), following Seller has not granted any written leases, subleases, licenses, concessions, or other agreements granting to any Person or Persons the Closing will continue right of use, possession or occupancy of the parcel of real property or any portion thereof.
(ii) Schedule 3(l)(ii) lists and describes briefly all real property leased or subleased to beSeller in connection with the Businesses and all leased or subleased properties for the operation of the Acquired Assets. Seller has delivered to Buyer true, correct and complete copies, in all material respects, of the leases and subleases listed in Schedule 3(l)(ii)(as amended to date) in Seller's possession. With respect to each such lease and sublease in Schedule 3(l)(ii):
(A) the lease or sublease is legal, valid, binding, enforceable, and in full force and effecteffect against Seller;
(iiiB) to Seller's Knowledge, the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect against Buyer on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above) upon receipt of consents listed in Schedule 3(d);
(C) except as set forth in Schedule 3(l(ii)(C), to Seller's Knowledge, no Person who is a party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder which would cost more than $50,000 to cure, in the aggregate, or permit termination, modification, or acceleration thereunder;
(ivD) to Seller's Knowledge, no Person who is a party to the lease or sublease has repudiated any provision thereof;
(E) there are no disputes, oral agreements, or forbearance programs in effect as to any Leasethe lease or sublease;
(vF) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of each sublease, the Real Estate; representations and warranties set forth in subsections (iiA) pending or, to the Seller's Knowledge, threatened condemnation proceedings through (E) above are true and correct in all material respects with respect to any of the Real Estateunderlying lease; and
(iiiG) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending orneither Seller, with respect to the Seller's KnowledgeBusinesses, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereunder;
(viii) to the Seller's Knowledgesubleasehold, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required except in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesExceptions.
Appears in 1 contract
Real Property. Section 2(i(a) Schedule 4.11(a) sets forth, as of the Disclosure Schedule lists date of this Agreement, a complete and describes briefly accurate list, in all Owned Real Estate and real property leased to the Seller material respects, of (including, without limitation, complete legal descriptions for i) all of the real property owned by the Company (the "Owned Real EstateProperty"). The Seller has delivered to the Buyers correct and complete copies , (ii) all of the real property that the Company has leased or subleased (the "Leased Real Property," and together with the Owned Real Property, the "Real Property") and an identification of the applicable leases, including all amendments thereto and all material agreements incidental thereto (the "Real Property Leases. With respect to "), and (iii) all indebtedness secured by a lien, mortgage or deed of trust on the Real Estate:
(i) Property and the Seller outstanding principal amount of each such lien, mortgage and deed of trust as of the date hereof. As of the date of this Agreement, the Company has good and marketable fee title to all of its interest in the Owned Real Estate Property or a valid leasehold interest in the Leased Real Property as provided in the applicable Real Property Lease, in each case, free and clear of all Encumbrances and defects, except for (A) liens, charges, mortgages, security interests, easements, restrictions mortgage or other encumbrances deed of any nature whatsoever except real estate taxes for trust securing the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed Indebtedness referred to in Section 2(iclause (iii) of the Disclosure Schedule preceding sentence, and (collectivelyB) taxes or assessments, special or otherwise, not due and payable or being contested in good faith. There exists no default or event of default or event, occurrence, condition or act (including the consummation of the transactions contemplated hereby) on the part of the Company which, with the giving of notice, the "Permitted lapse of time, or the happening of any other event or condition, would become a default or event of default under any indebtedness secured by a lien, mortgage or deed of trust on the Real Estate Encumbrances");Property.
(iib) Schedule 4.11(b) lists all of the Real Property Leases. Each of the Real Property Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and is in full force and effect;effect and constitutes a valid leasehold interest in the respective Leased Real Property and has not been assigned, modified, supplemented or amended except as set forth on Schedule 4.11(b). The Company has not received a written notice of any monetary default or other material default under any Real Property Lease or has given or received any notice for purpose of terminating any Real Property Lease; all rents due under the Real Property Leases have been paid.
(iiic) With respect to each of the Real Property Leases, the Company has adequate rights of ingress and egress for the operation of the Business of the Company in the ordinary course. Except as set forth in Schedule 4.11(c), none of the buildings, structures or appurtenances (or any equipment therein), nor the operation of maintenance thereof, violates any restrictive covenant or any provision of any federal, state, provincial or local law, ordinance, rule or regulation, or encroaches on any property owned by others, except where such violation or encroachment does not materially adversely affect the value or use of any such building, structure, appurtenance or equipment.
(d) Except as set forth in Schedule 4.11(d), (i) no party condemnation proceeding is pending or threatened with respect to the Real Property or any Lease is in breach buildings, structures or default (or has repudiated any provision thereof)appurtenances located thereon, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(vii) none of the Owned Real Estate and to the Seller's Knowledgebuildings, none structures or appurtenances have been damaged or destroyed, in whole or in part, as a result of any fire or other casualty, which damage or destruction has not been fully repaired or restored.
(e) Except as set forth in Schedule 4.11(e), no interest of the properties subject to the Leases Company in any Real Property is subject to any lease right of first offer, first refusal or right or option to purchase.
(other than Leasesf) The Company has all necessary Permits to carry on the Business in the ordinary course. Except as set forth in Schedule 4.11(g), option to purchase since December 31, 1993 there has been no material construction or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, modifications to the Seller's Knowledge, proposed special assessments with respect to any of leased Real Property or the owned Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 1 contract
Real Property. Section 2(i7.12(a) of the Disclosure Schedule lists and ------------- describes briefly all Owned Real Estate and real property owned, leased or subleased to the Seller (including, without limitation, complete legal descriptions for all ▇▇▇▇▇▇ or its Subsidiaries. Each of the Real Estate). The Seller ▇▇▇▇▇▇ and its Subsidiaries has delivered to the Buyers Acquisition and ▇▇▇▇▇▇ correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good leases and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed subleases listed in Section 2(i7.12(b) of the Disclosure Schedule (collectively, as amended to date). With respect to each lease and sublease listed in Section 7.12(b) of the "Permitted Real Estate Encumbrances");Disclosure Schedule:
(iia) the Leases are and, following the Closing will continue to be, such lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(iiib) except as set forth in Section 7.12(b) of the Disclosure Schedule, no consent is required with respect to such lease or sublease as a result of this Agreement, and the actions contemplated by this Agreement will not result in the change of any terms of any lease or sublease or otherwise affect the ongoing validity of any lease or sublease;
(c) neither ▇▇▇▇▇▇ nor any of its Subsidiaries nor, to the Knowledge of the Stockholders and ▇▇▇▇▇▇, any other party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(ivd) no party to such lease or sublease has repudiated any provision thereof;
(e) to the Knowledge of the Stockholders and ▇▇▇▇▇▇, there are no disputes, oral agreements, or forbearance programs in effect as to any Leasesuch lease or sublease;
(vf) none to the Knowledge of the Owned Real Estate Stockholders and ▇▇▇▇▇▇, with respect to each such sublease, the representations and warranties set forth in subsections (a) through (e) above are true and correct with respect to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalunderlying lease;
(vig) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to Neither ▇▇▇▇▇▇ nor any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viiih) to the Seller's KnowledgeKnowledge of the Stockholders and ▇▇▇▇▇▇, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits licenses and zoning approvalspermits) required by ▇▇▇▇▇▇ or its Subsidiaries in connection with the operation thereof and have been operated and maintained by ▇▇▇▇▇▇ and its Subsidiaries in accordance with applicable laws, rules, and regulations; and
(ixi) to the Seller's KnowledgeKnowledge of the Stockholders and ▇▇▇▇▇▇, the owner of each all facilities leased facility has good or subleased thereunder are supplied with utilities and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except services necessary for the fee interest therein and Permitted Real Estate Encumbrancesoperation of said facilities.
Appears in 1 contract
Real Property. (i) None of the Turecamo Entities owns or has owned any real property, other than real property in Charleston, SC owned by White Stack and to be included in the Balance Sheet Distributions.
(ii) Section 2(i(j)(ii) of the Turecamo Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (includingor subleased to, without limitationor otherwise occupied by, complete legal descriptions for all any of the Real EstateTurecamo Entities (all such real property, together with all buildings and other improvements thereon, the "LEASED REAL PROPERTY"). The Seller has delivered As to the Buyers correct and complete copies of the Leases. With all existing leases, subleases or other contracts with respect to the Leased Real Estate:Property (the "LEASES"):
(iA) the Seller has good and marketable title to all each of the Owned Real Estate free and clear of all liensLeases is, chargesand, mortgagesat Closing, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title each of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effecteffect following the consummation of the transactions contemplated hereby;
(iiiB) none of the Turecamo Entities is, and to the Knowledge of the Turecamo Entities, no other party to any Lease is of the Leases is, in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(ivC) no party to any of the Leases has repudiated any provision thereof;
(D) there are no disputes, oral agreements, or forbearance programs in effect as to any Leaseof the Leases;
(vE) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; Leases which is a sublease, the representations and warranties set forth in subsections (iiA) pending or, to the Seller's Knowledge, threatened condemnation proceedings through (E) above are true and correct with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereofunderlying lease(s);
(viiF) none of the Seller Turecamo Entities has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in any of the Leases or its rights thereunderLeases;
(viiiG) to the Seller's KnowledgeKnowledge of the Turecamo Entities, all facilities on the landlords of their respective Leased Real Estate Properties have received provided, and as tenants of their respective Leased Real Properties, the Turecamo Entities have provided, all approvals of governmental authorities Governmental Authorities (including licenses, permits licenses and zoning approvalspermits) required in connection with the operation thereof and have been operated and maintained in accordance with material applicable laws, rules, and regulations; and
(ixH) to the Seller's Knowledge, the owner of each leased facility has good all Leased Real Property is supplied with utilities and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except services necessary for the fee interest therein and Permitted operation of said Leased Real Estate Encumbrances.Property as currently operated. Annex II-Reps. & Warranties of Turecamo Entities
Appears in 1 contract
Real Property. Section 2(i) Schedule 3.16 hereto sets forth a true and -------------- ------------- complete list, with the legal description thereof, of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property owned or leased to by AMI, together with a brief description of all structures, fixtures or improvements ("Improvements") thereon (such real property and Improvements, collectively, the Seller (including"Real Property"). AMI owns good and marketable title to, without limitationor holds a valid leasehold interest in, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate Property, free and clear of all liensLiens, mortgages, conditional sales agreements, restrictions, reservations, covenants, encumbrances, charges, mortgagesrestraints on transfer, security interests, easements, restrictions or any other encumbrances title defect of any nature whatsoever except nature, other than liens for real estate property taxes for not yet due and other than those matters specifically disclosed on Schedule 3.16 or any title insurance policies or ------------- commitments provided to Servico and listed on Schedule 3.16, which matters, ------------- individually or in the year of Closing and municipal and zoning ordinances and recorded utility easements which aggregate, do not materially adversely impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule Real Property as it is now used by AMI (collectively, the "Permitted Real Estate EncumbrancesExceptions");
(ii) . Except as disclosed on Schedule 3.16, all Improvements are in ------------- good structural condition, free of any structural or other defect or impairment which impairs in any material respect the Leases are andvalue, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modificationutility, or acceleration thereunder;
(iv) there are no disputes, oral agreementslife expectancy of such Improvements, or forbearance programs which might otherwise adversely affect, in effect any material respect, the operation thereof. Except as disclosed on Schedule 3.16 or on any surveys delivered to any Lease;
(v) none of the Owned Real Estate and to the Seller's KnowledgeServico, none of the properties subject to the Leases ----------- Improvements encroach onto adjoining land or onto any easements and there is subject to any lease (other than Leases), option to purchase or rights no encroachment of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to Improvements from adjoining land onto any of the Real Estate; (ii) pending or, to Property. None of the Seller's Knowledge, threatened condemnation proceedings with Real Property is located in an area identified by any Governmental Entity as having special flood or mud slide hazards or wetlands. There are no soil or geological conditions which might impair or adversely affect in any material respect to the current use of any of the Real Estate; (iii) structural or mechanical defects in Property. Except as set forth on Schedule 3.16, neither the whole nor any portion ------------- of the buildings Real Property is being condemned or improvements located on the Real Estate; (iv) otherwise taken by any pending orpublic authority, nor is any such condemnation or taking, to the Seller's Knowledgeknowledge of Prime, threatened changed in any zoning laws or ordinances which may materially adversely affect contemplated. No portion of any of the Real Estate Property is affected by any outstanding special assessments or Sellerimpact fees imposed by any Governmental Entity. Except for any Permitted Exceptions, no commitments relating to the Real Property have been made to any Governmental Entity, utility company, school board, church or other religious body or any homeowner or homeowners association, merchant's association or any other organization, group or individual which would impose an obligation upon Prime, the General Partner or AMI or any of their successors or assigns to make any contribution or dedication of money or land or to construct, install or maintain any improvements of a public or private nature on or off the Real Property; and no Governmental Entity has imposed any requirement that any owner of the Real Property pay directly or indirectly any special fees or contributions or incur any expenses or obligations in connection with the Real Property. The parking facilities at each parcel of Real Property are adequate to comply with all Laws and the conduct of business on the respective properties as presently conducted or proposed to be conducted. Neither Prime nor the General Partner has any information or knowledge of (a) any change contemplated in any Law, (b) any judicial or administrative action, (c) any action by adjacent landowners, or (d) any other fact or condition of any kind or character which could materially adversely affect the current use thereof;
(vii) or operation of the Seller Real Property. Neither the General Partner nor any of its affiliates owns or leases, directly or indirectly, any property adjacent to the Real Property. Neither the air rights over the Real Property nor any other "development rights" with respect to the Real Property has not been assigned, transferred, conveyed, mortgaged, deeded in trust, leased or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesencumbered.
Appears in 1 contract
Sources: Acquisition Agreement (Prime Motor Inns LTD Partnership)
Real Property. Section 2(i) As a material inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Company and Shareholder jointly and severally represent and warrant to Purchaser as follows: Schedule 5.01 sets forth a list of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased that constitute Acquired Assets owned by Company and/or Shareholder, including real property in which Company or Shareholder holds an option to purchase exercisable on or before the Seller applicable Transfer Date (including, without limitation, complete legal descriptions for all of the “Real EstateProperty”). The Seller has delivered shall exercise its option to purchase the Buyers correct Real Property comprising store no. 22 in Crete, Nebraska and complete copies shall hold the fee title thereto as of the LeasesTransfer Date with respect to said Location. With respect Real Property includes active underground storage tanks and gasoline dispensers, storage sheds and canopies. Except as set forth in Schedule 5.01, Company and Shareholder have good and merchantable title to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate Property, free and clear of all liens, charges(statutory or other) leases, mortgages, pledges, security interests, conditional sales agreements, charges, claims, options, easements, restrictions or rights of way and other encumbrances of any kind or nature whatsoever except real estate taxes for (collectively, “Encumbrances”), other than the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule following (collectively, the "“Permitted Real Estate Encumbrances")”):
(a) the provisions of all applicable zoning Laws;
(iib) liens for current real estate taxes not delinquent; and
(c) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect Encumbrances listed on Schedule 5.01. Except as to any Lease;
(v) set forth on Schedule 5.01. none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases Property is subject to any lease (other than Leases)or grant to any Person of any right to the use, option occupancy or enjoyment of such property or any portion thereof. The Real Property is not subject to purchase any use restrictions, exceptions, reservations or rights limitations which in any respect interfere with or impair the present and continued use thereof as currently used by Seller in the conduct of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there the Business. There are no (i) actual pending or, to the Seller's Knowledgeknowledge of Company or Shareholder, proposed special assessments with respect threatened condemnation proceedings relating to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 1 contract
Sources: Asset Purchase Agreement (Caseys General Stores Inc)
Real Property. (a) Neuronetics does not own or has not ever owned any real property.
(b) Section 2(i(22)(b) of the Neuronetics Disclosure Schedule lists Letter sets out a complete and describes briefly accurate list of all Owned Real Estate and real property leased leased, subleased, licensed or otherwise occupied by Neuronetics (collectively, the “Neuronetics Leased Properties”) in each case by reference to the Seller (including, without limitationtenant/licensee and landlord/licensor and municipal address. Neuronetics has made available to Greenbrook true, complete legal descriptions for and accurate copies of all leases, subleases, ground leases, licenses, occupancy agreements and other use agreements or arrangements relating to the Neuronetics Leased Properties together with all amendments, modifications, extensions and/or supplements thereto (each, a “Neuronetics Real Property Lease”). Neuronetics has a valid leasehold interest in each of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate Neuronetics Leased Properties free and clear of all liensLiens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");Liens.
4.1 10
(iic) the Leases Neuronetics is not subject to any agreement or option to own any real property or any interest in any real property, or are and, following the Closing will continue under any agreement to be, legal, valid, binding, enforceable, become a party to any lease or license with respect to any real property.
(i) Each Neuronetics Real Property Lease is binding and enforceable and in full force and effect;
; (ii) there are no arrears of rent under any of the Neuronetics Real Property Leases and there are no disputes between the parties to the Neuronetics Real Property Leases; (iii) no neither Neuronetics nor, to the knowledge of Neuronetics, any other party to any Lease is the Neuronetics Real Property Leases, are in breach or default (or has repudiated any provision thereof)under the Neuronetics Real Property Leases, and no event has occurred which, with notice or lapse of timetime or both, would constitute such a breach or default thereunder or permit termination, modification, modification or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to under any of the Neuronetics Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real EstateProperty Leases; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller Neuronetics has not assigned, transferred, conveyed, mortgaged, deeded in trust, trust or encumbered any interest in any Neuronetics Real Property Lease; and (v) Neuronetics has not subleased, licensed or otherwise granted any Person the Leases right to use or its rights thereunder;occupy any of the Neuronetics Leased Properties or any portion thereof. All rent and other amounts required to be paid on or prior to the date of this Agreement with respect to each Neuronetics Real Property Lease have been paid.
(viiie) Neuronetics has not received any notice from any Governmental Entity that alleges that the Neuronetics Leased Properties or any portion thereof, or the current use and occupancy thereof, is not in compliance in any respect with any applicable Law, including Environmental Laws and zoning and land use Laws.
(f) Except as disclosed in Section (22)(f) of the Neuronetics Disclosure Letter, no landlord notice or consent is required under any of the Neuronetics Real Property Leases with respect to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancestransaction contemplated hereby.
Appears in 1 contract
Real Property. (i) Section 2(i4(l)(i) of the RS Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)leaseholds in which RS has an interest. The Seller has delivered to the Buyers correct and complete copies of the LeasesRS does not own any real property. With respect to each lease or sublease set forth on Section 4(l)(i) of the Real EstateRS Disclosure Schedule:
(iA) the Seller has good assuming due authorization, execution and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or delivery thereof by parties other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectivelythan RS, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, lease or sublease is legal, valid, binding, enforceable, and in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles;
(iiiB) no party assuming due authorization, execution and delivery thereof by parties other than RS, the lease or sublease will continue to any Lease be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles;
(C) RS is not in breach or default (or has repudiated any provision thereof)default, and no event has occurred whichwhich to RS' Knowledge, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunderthereunder and has paid all amounts required to be paid under all leases or subleases;
(ivD) to RS' Knowledge, no other party to such lease or sublease is in breach or default, and no event has occurred which to RS' Knowledge, with notice or lapse of time, would constitute a breach or default;
(E) to RS' Knowledge, no party to the lease or sublease has repudiated any provision thereof;
(F) to RS' Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to any Leasethe lease or sublease;
(vG) none of the Owned Real Estate and with respect to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual oreach sublease, to the Seller's KnowledgeKnowledge of RS, proposed special assessments the representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to any of the Real Estateunderlying lease; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;and
(viiH) the Seller RS has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancessubleasehold.
Appears in 1 contract
Real Property. Except for the Summit Avenue Property that the parties agree will be distributed to Galtelli prior to the Closing, Target does not own any real property. Section 2(i4(a)(xii) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased or subleased to Target (the Seller (including, without limitation, complete legal descriptions for all of the "Leased Real EstateProperty"). The Seller has Shareholders have delivered to the Buyers North American correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good leases and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed subleases listed in Section 2(i4(a)(xii) of the Disclosure Schedule (collectively, as amended to date). With respect to each lease and sublease listed in Section 4(a)(xii) of the "Permitted Real Estate Encumbrances");Disclosure Schedule:
(iiA) the Leases are and, following the Closing will continue to be, lease or sublease is legal, valid, binding, enforceableenforceable in all material respects, and in full force and effect;
(iiiB) the lease or sublease will continue to be legal, valid, binding, enforceable in all material respects, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(C) Target is not, and to the Knowledge of the Shareholders or Target no other party to any Lease is the lease or sublease is, in material breach or default (or has repudiated any provision thereof)default, and, to the Knowledge of the Shareholders and Target, no event has occurred which, with notice or lapse of time, would constitute a material breach or default thereunder or permit termination, modification, or acceleration thereunder;
(ivD) no party to the lease or sublease has repudiated any provision thereof;
(E) there are no disputes, oral agreements, or forbearance programs in effect as to any Leasethe lease or sublease;
(vF) none Target has not received a notice from the lessor indicating that the lease will not be renewed at the end of its current term for any additional terms provided for in the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusallease;
(viG) except the term of the lease will continue for Permitted Real Estate Encumbrances, there are no a minimum of six months past the Closing Date;
(iH) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of each sublease as to which Target is a sublessor, the Real Estate; representations and warranties set forth in subsections (iiA) pending or, to the Seller's Knowledge, threatened condemnation proceedings through (G) above are true and correct with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereofunderlying lease;
(viiI) the Seller Target has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viiiJ) to the Seller's Knowledge, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits licenses and zoning approvalspermits) required in connection with the operation thereof and have been operated and maintained in all material respects in accordance with applicable laws, rules, and regulations;
(K) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(ixL) the Shareholders and Target have no Knowledge of any pending or threatened foreclosure or other enforcement proceedings relating to the Sellerreal property underlying the leases or subleases set forth in Section 4(a)(xii) of the Disclosure Schedule that could result in Target's Knowledge, the owner loss of each leased facility has good and marketable title to the underlying parcel possession of such real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 1 contract
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) Upon consummation of the Seller has Formation Transactions, the Transaction Entities and each of their respective subsidiaries will have good and marketable fee simple title to all real property owned by them and the improvements (exclusive of the Owned Real Estate improvements owned by tenants, if applicable) located thereon, in each case, free and clear of all mortgages, pledges, liens, charges, mortgages, security interests, easementsclaims, restrictions or other encumbrances of any nature whatsoever kind except real estate taxes for such as (A) are described in the year Registration Statement, the General Disclosure Package and the Prospectus or (B) will not, singly or in the aggregate, materially affect the value of Closing such property and municipal and zoning ordinances and recorded utility easements which do not impair interfere in any material respect with the current use, occupancy or value or use made and proposed to be made of such property by the marketability Transaction Entities and each of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
their respective subsidiaries; (ii) all of the Leases are andleases and subleases, following if any, material to the Closing will continue to bebusiness of the Transaction Entities and their subsidiaries, legal, valid, binding, enforceableconsidered as one enterprise, and under which the Transaction Entities and each of their respective subsidiaries, upon consummation of the Formation Transactions, will lease the Properties, will be in full force and effect;
effect upon consummation of the Formation Transactions, and neither the Transaction Entities, any Predecessor Entity nor any of their respective subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Transaction Entities, any Predecessor Entity or any of their respective subsidiaries under any of the leases or subleases mentioned above; (iii) no party except as otherwise set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus, 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 Transaction Entities or any of their respective subsidiaries, and such mortgages and deeds of trust, upon consummation of the Formation Transactions and application of the proceeds of the offering contemplated by this Agreement, will not be cross-defaulted or cross-collateralized to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modificationproperty not owned, or acceleration thereunder;
to be owned upon consummation of the Formation Transactions, directly or indirectly, in whole or in part, by the Transaction Entities or any of their respective subsidiaries; (iv) there are no disputesto the knowledge of the Transaction Entities and their respective subsidiaries, oral agreementsnone of the tenants under any lease of any of the Properties that, singly or forbearance programs in effect the aggregate, is or will be upon consummation of the Formation Transactions, material to the Transaction Entities and their subsidiaries considered as to any Lease;
one enterprise is the subject of bankruptcy, reorganization or similar proceedings; (v) none of the Owned Real Estate Transaction Entities, any Predecessor Entity nor any of their respective 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 to the Seller's Knowledge, none of the properties subject Transaction Entities, any Predecessor Entity or any of their respective subsidiaries knows of any such condemnation or zoning change which is threatened and, in each case, which if consummated could materially affect the value of such Property or interfere in any material respect with the use made or proposed to be made of such Property by the Leases is subject to Transaction Entities, any lease (other than Leases), option to purchase Predecessor Entity or rights any of first refusal;
their respective subsidiaries; (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 Permitted Real Estate Encumbrancesfailures to the extent disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except for such failures to comply that could not individually or in the aggregate materially affect the value of such Property or interfere in any material respect with the use made or proposed to be made of such Property by the Transaction Entities or any of their respective subsidiaries; (vii) neither of the Transaction Entities, nor any Predecessor Entity nor any of their respective subsidiaries has received written notice of any proposed material special assessment or any proposed change in any property tax, zoning or land use law or availability of water affecting any Property that could materially affect the value of such Property or interfere in any material respect with the use made or proposed to be made of such Property by the Transaction Entities or any of their respective subsidiaries; (viii) there are no (i) actual or, to the Seller's Knowledge, proposed special assessments subleases with respect to any Property or portion thereof; (ix) except as could not individually or in the 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 Transaction Entities or any of their respective subsidiaries, (a) there are no encroachments upon any Property by improvements on an adjacent property, and (b) none of the Real Estateimprovements, if any, on any Property encroach on any adjacent property, streets or alleys; (iix) pending except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities, any of the Predecessor Entities nor any of their respective subsidiaries is party to any material Lease (as defined below) that is required to be disclosed in the Registration Statement or the Prospectus; (xi) each ground lease, sublease and sub-subleases relating to an initial property, if any, material to the business of the transaction entities and their respective subsidiaries, considered as one enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or proposed to be made of such initial property by either of the transaction entities, any of their respective subsidiaries or any related entity, (xii) all real property owned or leased by the Transaction Entities or any of their respective subsidiaries is free of material structural defects and all building systems, if any, contained therein are in good working order in all material respects, excepting ordinary wear and tear or, in each instance, the Transaction Entities have created an adequate reserve to effect reasonably required repairs, maintenance and capital expenditures; except as described in the General Disclosure Package and the Prospectus, to the Seller's Knowledgeknowledge of the Transaction Entities and the Operating Partnership, there is no pending or threatened condemnation proceedings special assessment, tax reduction proceeding or other action that, individually or in the aggregate, could increase or decrease the real property taxes or assessments of any of such property, that, individually or in the aggregate, could have a Material Adverse Effect; and (xiii) to the knowledge of the Transaction Entities , except as set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus or reflected in the pro forma financial statements, and, with respect to (A) through (F) below, except as could not, individually or in the aggregate, have a Material Adverse Effect: (A) 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; (B) all tenants, licensees, franchisees or other parties under any lease, exhibit, schedule, amendment or other document related to the lease of any land or personal property (owned by the Transaction Entities, any of the Real EstatePredecessor Entities or any of their respective subsidiaries) at the Properties (the “Leases”) are in possession of their respective premises; (iiiC) structural none of the Leases has been assigned, mortgaged, pledged, sublet, hypothecated or mechanical defects otherwise encumbered, except in connection with secured debt described in the Registration Statement, the General Disclosure Package and the Prospectus; (D) none of the Transaction Entities, any Predecessor Entity or any of their respective subsidiaries has waived any material provision under any of the buildings or improvements located on the Real EstateLeases; (ivE) there are no uncured events of default, or events that with the giving of notice or passage of time, or both, would constitute an event of default, by any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect tenant under any of the Real Estate or Seller's use thereof;
terms and provisions of the Leases; and (viiF) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered no tenant under any interest in of the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals and no third party has a right of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, first refusal or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for right to purchase the fee interest therein and Permitted Real Estate Encumbrancespremises demised under such Lease.
Appears in 1 contract
Real Property. Section 2(i(i) SECTION 4(K)(I) of the Disclosure Schedule lists and describes briefly all sets forth an address of each parcel of Owned Real Estate and real property leased to the Seller Property (including, without limitation, complete legal descriptions except for all of the Real Estateagricultural land). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to each parcel of Owned Real Property, except as set forth in SECTION 4(K)(I) or SECTION 4(P) of the Real EstateDisclosure Schedule:
(iA) the Seller Company has good and marketable title to all of the Owned Real Estate fee simple title, free and clear of all liensEncumbrances, chargesexcept Permitted Encumbrances;
(B) the Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof;
(C) there are no outstanding options, mortgagesrights of first offer, security interestsor rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; and
(D) to the Knowledge of the Company, easements, restrictions or other encumbrances the Owned Real Property is not in violation of any nature whatsoever except real estate taxes for applicable zoning or land use ordinance or Environmental Laws, and the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title Company has received no written notice that any of the property and Owned Real Property is in violation of any applicable zoning or land use ordinance or Environmental Laws, which are disclosed violations in Section 2(ithe aggregate could reasonably be expected to have a Material Adverse Effect.
(ii) SECTION 4(K)(II) of the Disclosure Schedule sets forth an address of each parcel of Leased Real Property (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereofexcept for agricultural land), and a true and complete list of all Leases for each such parcel of Leased Real Property. With respect to each parcel of Leased Real Property, except as set forth in SECTION 4(K)(II) of the Disclosure Schedule:
(A) the Company is in peaceful and undisturbed possession of the space and/or estate comprising each parcel of Leased Real Property and there are no material defaults by the Company or, to the Knowledge of the Company, any other party under any Lease, and, to the Knowledge of the Company, no event has occurred and no condition exists which, with the giving of notice or the lapse of timetime or both, would constitute such a breach default or default thereunder termination event or permit terminationcondition, modificationwhich defaults or events or conditions in the aggregate could reasonably be expected to have a Material Adverse Effect.
(B) to the Knowledge of the Company, or acceleration thereunderall rent and other sums and charges payable by the Company, as tenant under each Lease relating to Leased Real Property, are current;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viiiC) to the Seller's Knowledge, all facilities on Knowledge of the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's KnowledgeCompany, the owner of each leased facility Company has a good and marketable title to the underlying parcel of real propertyvalid leasehold interest in each Leased Real Property, free and clear of any Security Interest, easement, covenant, or all Encumbrances other restriction, except for than Permitted Real Estate Encumbrances Encumbrances; and
(D) the Company has delivered to the Buyer a true and Seller's leasehold interest in complete copy of each Lease has priority over any other interest except for relating to the fee interest therein and Permitted Leased Real Estate EncumbrancesProperty.
Appears in 1 contract
Sources: Purchase Agreement (Chiquita Brands International Inc)
Real Property. (i) All of the real property owned by NHG or any of the NHG Subsidiaries, or in which any of them have an ownership interest, is listed in Section 2(i8(l)(i) of the NHG Disclosure Schedule. Each of NHG and the NHG Subsidiaries has good and marketable title to the real properties that it owns, as described in such NHG Disclosure Schedule, free and clear of all Security Interests, agreements, mortgages, covenants, conditions, restrictions, easements, charges, claims, assessments and encumbrances, except for: (A) rights of lessees or sublessees in such matters that are reflected in a written lease or sublease; (B) current taxes (including assessments collected with taxes) not yet due and payable; (C) encumbrances, if any, that are not substantial in character, amount or extent and do not materially detract from the value, or interfere with present use, or the ability of NHG or such NHG Subsidiary to dispose, of the property subject thereto or affected thereby; and (D) other matters as described in the NHG Disclosure Schedule.
(ii) Section 8(l)(ii) of the NHG Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased or subleased to the Seller (including, without limitation, complete legal descriptions for all or by NHG or any of the Real Estate)NHG Subsidiaries by or to a third party. The Seller NHG has delivered or made available to the Buyers Capital correct and complete copies of the Leasesleases and subleases listed in Section 8(l)(ii) of the NHG Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in Section 8(l)(ii) of the Real EstateNHG Disclosure Schedule:
(iA) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions lease or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, sublease is legal, valid, binding, enforceable, and in full force and effect, and NHG or the NHG Subsidiary which is a party to such lease or sublease enjoys and is entitled to quiet possession thereunder;
(iiiB) no neither NHG, nor any NHG subsidiary, nor to NHG's knowledge, any other party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(ivC) no party to the lease or sublease has repudiated any provision thereof; and
(D) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancessublease.
Appears in 1 contract
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Sellers (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has Sellers have delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate, except as set forth in Section 2(i) of the Disclosure Schedule:
(i) i. the Seller has Sellers have good and marketable title to all of the Owned Real Estate which, at Closing, will be delivered to Buyers free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) . to Sellers' Knowledge, the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) . to Sellers' Knowledge, no party to any Lease is in Material breach or default (or has have repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a Material breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) . to Sellers' Knowledge, there are no disputes, Material disputes or oral agreements, or any forbearance programs in effect as to any Lease;
(v) v. none of the Owned Real Estate and to the Seller's Sellers' Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) . except for Permitted Real Estate Encumbrances, to Sellers' Knowledge, there are no (i) actual or, to the Seller's Knowledge, or proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, or threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real EstateEstate that would prevent their continued use in the manner in which they are presently used; or (iv) any pending or, to the Seller's Knowledge, or threatened changed in any zoning laws or ordinances which may materially Materially adversely affect any of the Real Estate or Seller's Sellers' use thereof;; and
(vii) . the Seller has Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its their rights thereunder;
(viii) . to the Seller's Sellers' Knowledge, all facilities on the Real Estate have received all Material approvals of governmental authorities (including Material licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in Material accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 1 contract
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) i. the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) ii. to Seller's Knowledge, no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) . to Seller's Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and v. to the Seller's Knowledge, except as set forth in the Leases, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) . to Seller's Knowledge, except for Permitted Real Estate EncumbrancesEncumbrances and as set forth in Section 2(i) of the Disclosure Schedule, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (ivii) any pending or, to the Seller's Knowledge, or threatened changed changes in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii. Except as set forth in Section 2(i) of the Disclosure Schedule, the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(; viii) . to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 1 contract
Real Property. Section 2(iThere is listed in Schedule 3.12: (i) a description ------------- of the Disclosure Schedule lists and describes briefly all Owned Real Estate and each parcel of real property leased owned by the Company or the Subsidiary (the "Fee Real Property"), (ii) a listing of each lease of real property under which the Company or the Subsidiary is a lessee, lessor, sublessee or sublessor, as so designated therein (the "Leased Real Property" and together with the Fee Real Property, the "Real Property"), and (iii) all options to acquire, sell or lease any real property interests to which the Seller (including, without limitation, complete legal descriptions for Company or the Subsidiary is a party. The Real Property constitutes all of the real property interests owned, leased or occupied in whole or in part by the Company or the Subsidiary. Except as indicated in Schedule 3.12:
(a) The Company has beneficial ownership of and good and marketable title in fee simple to the Fee Real EstateProperty free and clear of all mortgages, liens, encumbrances, leases, equities, security interests, pledges conditional sale agreements, title retention agreements, claims, charges, easements, licenses, rights-of-way, covenants, conditions, restrictions, options and adverse or equitable claims or rights whatsoever (collectively, "Liens"), except for liens, if any, for property taxes not yet due and other items which do not and will not impair, in any material respect, the usefulness to the Company, or the value or the marketability, of any such Fee Real Properties ("Permitted Liens"), individually, or in the aggregate;
(b) All material leases, easements and other real property interests held by the Company or the Subsidiary are valid and subsisting free and clear of all Liens other than Permitted Liens and neither the Company nor the Subsidiary, and to the Shareholders' knowledge, each other party thereto, is in material default thereunder. The Seller Company has either delivered to the Buyers Investor or made available for inspection by Investor or its representatives or agents true, correct and complete copies of each of the Leases. With respect to foregoing documents;
(c) Neither the Shareholders, the Company nor the Subsidiary has received any notice, or is aware, that any of the buildings, structures or other material improvements erected on the Real Estate:
Property owned or leased by the Company or the Subsidiary, or the present use thereof, (i) the Seller has good and marketable title to does not conform in all of the Owned Real Estate free and clear of material respects with all liensapplicable laws (or does not constitute a legal nonconforming use), chargesordinances, mortgages, security interests, easements, restrictions regulations or other encumbrances laws and applicable deed restrictions, or (ii) materially encroaches on property of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances")others;
(iid) Neither the Leases are andShareholders, following the Closing will continue Company nor the Subsidiary have received notice from any municipal body or other public authority requiring work to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party be done or improvements to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to be made upon any of the Real Estate; (ii) pending or, to Property and have no knowledge of the Seller's Knowledge, threatened condemnation proceedings with respect to enactment or adoption of any ordinance or resolution by any such body or authority authorizing work or improvements for which any of the Real EstateProperty may be assessed; and
(iiie) structural or mechanical defects in any All of the buildings or improvements located situated on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded Property are in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits good operating condition and zoning approvals) required in connection with the operation thereof are adequate and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except suitable for the fee interest therein and Permitted Real Estate Encumbrancespurposes for which they are presently being used.
Appears in 1 contract
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Owned Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate that as of Closing will be free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease, except as set forth in Section 2(i) of the Disclosure Schedule;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) as of Closing, the Seller has not assignedwill assign the Leases and its rights thereunder free of any mortgage, transferred, conveyed, mortgaged, deeded in deed of trust, security interest or encumbered any interest in the Leases or its rights thereundersimilar encumbrance;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 1 contract
Real Property. Section 2(i(a) Schedule 3.11 contains a complete list and description of all of ------------- the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to owned by Panel Concepts (the Seller (including, without limitation, complete legal descriptions for "Real Property") and all of the ------------- leases (the "Leases") of real property (the "Leased Property") to which Panel ------ --------------- Concepts is a party or is bound. True and correct copies of all such leases have previously been delivered by Standard Pacific to HON. Except as set forth on Schedule 3.11, the Real Estate). The Seller has delivered Property and the Leased Property represent all of the ------------- real estate interests used, owned or occupied by Panel Concepts during the five- year period prior to the Buyers correct and complete copies date of the Leases. With respect to the Real Estate:this Agreement.
(ib) the Seller Panel Concepts has good and marketable fee simple title to all of the Owned Real Estate Property identified on Schedule 3.11 free and clear of all liensLiens, chargesother ------------- than (i) Liens for taxes not yet due, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) imperfections in title, if any, not material in amount and which, individually or in aggregate, do not materially interfere with the Leases are andconduct of the Business, following (iii) the Closing will continue to be, legal, valid, binding, enforceablematters set forth on Schedule 3.11 hereto, and (iv) installments of special assessments not yet ------------- delinquent, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions existing generally with respect to properties of a similar character. Panel Concepts has the right to occupy and use the Leased Property described on, Schedule 3.11 in accordance with the terms of the applicable ------------ Leases. Except as disclosed on Schedule 3.11, to the best of Standard Pacific's ------------- knowledge, no claim has been asserted against Panel Concepts adverse to Panel Concepts' rights in such real estate interests.
(c) Each Lease is in full force and effect;
(iii) no . Neither Panel Concepts nor, to the best of Standard Pacific's knowledge, any other party to any Lease thereto, is in breach thereunder or in default thereunder (with or has repudiated any provision thereofwithout lapse of time or the giving of notice or both).
(d) The Real Property and the Leased Property, and no event has occurred whichthe present use by Panel Concepts of such real estate, with notice or lapse of timedoes not violate any zoning, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's land use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restrictionLaw, except for Permitted Real Estate Encumbrances and Seller's leasehold interest such violations as would not in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesaggregate have a Material Adverse Effect.
Appears in 1 contract
Sources: Share Purchase Agreement (Standard Pacific Corp /De/)
Real Property. Section 2(i(a) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With respect to the Real Estate:Property.
(i) the Seller has good Schedule 3.11(a) attached hereto contains an accurate and marketable title to all complete description of the Owned Real Estate Property. There is no Proceeding pending or to the Company's and the Sellers' Knowledge, threatened against or relating to any of the Owned Real Property. Neither the Company nor the Sellers has any Knowledge of any pending or threatened application for changes in the zoning applicable to the Owned Real Property or any portion thereof. Neither the Company nor the Sellers have received any written notice of any violation or alleged violation of any building, health, fire, zoning, land use, environmental or other Law or Order covering or with respect to the Owned Real Property that remains uncured as of the date of this Agreement. There is no Proceeding pending, or to the Knowledge of the Company and the Sellers' threatened, concerning the location of the lines and corners of the Owned Real Property.
(ii) The Company has now, and will have at the Closing, good, insurable and marketable fee simple title to the Owned Real Property, free and clear of all liensLiens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for than the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceableLiens, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to Property is now, or will be at the Seller's KnowledgeClosing, none of the properties subject to the Leases is subject to any lease (prior conveyance or assignment to, or any superior possessory rights in, any Third Party other than Leases), option to purchase or rights of first refusal;the Permitted Liens.
(viiii) except for Permitted Real Estate Encumbrances, there There are no (i) actual orLiabilities or Contracts, to including leases, service contracts, management agreements, or other agreements or instruments in force and effect between the Seller's Knowledge, proposed special assessments Company and any other party with respect to any the Owned Real Property, except as reflected in the Permitted Liens and, pertaining solely to the part of the Owned Real Estate; Property described on Schedule 3.11(a) as "Parcel A" and Parcel "B" (ii) pending orjointly, the "FILOT Parcels"), except as set forth in the Memorandum of Understanding dated as of February 2, 1999 between the Company and Richland County, South Carolina pertaining to the Seller's KnowledgeFILOT Program transaction concerning the FILOT Parcels (the "FILOT Program MOU"). No Person has any right, threatened condemnation proceedings agreement, commitment, option, right of first refusal or any other agreement, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Owned Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 1 contract
Sources: Purchase Agreement (Systems & Computer Technology Corp)
Real Property. Section 2(i(a) Schedule 3.7(a) contains a list of all real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) that is owned in fee simple by the Acquired Companies, indicating the owner thereof (collectively, the “Owned Real Property”).
(b) Schedule 3.7(b) contains a list of all material contracts, agreements and leases (collectively, “Real Property Leases”) pursuant to which any Acquired Company leases, licenses or sublicenses real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) as lessee, licensee or sublicensee, as applicable.
(c) The Acquired Company identified on Schedule 3.7(a) has good and marketable fee simple title to the Owned Real Property indicated on Schedule 3.7(a) as being owned by such Acquired Company, in each case free and clear of Liens, other than Permitted Liens. Except as set forth on Schedule 3.7(c), no Acquired Company is obligated under, nor is a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller Property or any portion thereof or interest therein.
(including, without limitation, complete legal descriptions for all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. d) With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate EncumbrancesProperty, there are is no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge’s knowledge, threatened condemnation proceedings condemnation, eminent domain or taking proceeding or (ii) to Seller’s knowledge, private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Real Property that prohibits or materially interferes with the current use of the Real Property.
(e) Except as set forth on Schedule 3.7(e), neither Seller nor any Acquired Company, within the past two (2) years, has received any written notice of any material violation of any material Law affecting the Owned Real Property or the Real Property Leases or any Acquired Company’s use thereof.
(f) Within the past two (2) years, neither Seller nor any Acquired Company has received any written notice of any existing plan or study by any Governmental Entity or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Owned Real Property or Real Property Leases and Seller has no knowledge of any such plan or study with respect to which it has not received written notice. Except as set forth in the Revenue Leases, to the knowledge of Seller, there is no Person in possession of any of the Owned Real Estate; (iii) structural or mechanical defects Property other than an Acquired Company. Except as identified in Schedule 3.7(f), no Person has any right to acquire any interests in any of the buildings or improvements located on the Owned Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesProperty.
Appears in 1 contract
Real Property. Section 2(iTarget does not own any real property. ss.4(m) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased or subleased to the Seller (including, without limitation, complete legal descriptions for all of the Real Estate)Target. The Seller Shareholder has delivered to the Buyers North American correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good leases and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed subleases listed in Section 2(iss.4(m) of the Disclosure Schedule (collectively, as amended to date). With respect to each lease and sublease listed in Section 4(m) of the "Permitted Real Estate Encumbrances");Disclosure Schedule:
(iiA) the Leases are and, following the Closing will continue to be, lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(iiiB) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(C) no party to any Lease the lease or sublease is in breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(ivD) no party to the lease or sublease has repudiated any provision thereof;
(E) there are no disputes, oral agreements, or forbearance programs in effect as to any Leasethe lease or sublease;
(vF) none Target has not received a notice from the lessor indicating that the lease will not be renewed at the end of its current term for any additional terms provided for in the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusallease;
(viG) except the term of the lease will continue for Permitted Real Estate Encumbrances, there are no a minimum of six months past the Closing Date;
(iH) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of each sublease, the Real Estate; representations and warranties set forth in subsections (iiA) pending or, to the Seller's Knowledge, threatened condemnation proceedings through (G) above are true and correct with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereofunderlying lease;
(viiI) the Seller Target has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viiiJ) to the Seller's Knowledge, all facilities on the Real Estate leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits licenses and zoning approvalspermits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(K) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(ixL) the Shareholder is not aware of any pending or threatened foreclosure or other enforcement proceedings relating to the Sellerreal property underlying the leases or subleases set forth in Section 4(m) of the Disclosure Schedule that could result in Target's Knowledge, the owner loss of each leased facility has good and marketable title to the underlying parcel possession of such real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrances.
Appears in 1 contract
Real Property. Section 2(i(i) Neither the Targets nor Seller own any real property.
(ii) Sec. 4(l)(ii) of the Disclosure Schedule lists and describes briefly all Owned Real Estate real and real personal property leased to the Seller (including, without limitation, complete legal descriptions for all either of the Real Estate)Targets or Seller and used in the Business. The Seller has delivered to the Buyers Buyer correct and complete copies of the Leasesleases and subleases listed in Sec. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i4(l)(ii) of the Disclosure Schedule (collectively, as amended to date). With respect to each lease and sublease listed in Sec. 4(l)(ii) of the "Permitted Real Estate Encumbrances");Disclosure Schedule and to Seller's Knowledge:
(iiA) the Leases are and, following the Closing will continue to be, lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(iiiB) as of the Closing Date, the effectiveness and validity of the lease or sublease will not be affected merely by the execution of this document or the consummation of this transaction;
(C) except for removal of certain leased property from the State of Oregon, no party to any Lease the lease or sublease is in material breach or default (or has repudiated any provision thereof)default, and no event has occurred which, with notice or lapse of time, would constitute a material breach or default thereunder or permit termination, modification, or acceleration thereunder;
(ivD) no party to the lease or sublease has repudiated any provision thereof;
(E) there are no disputes, oral agreements, or forbearance programs in effect as to any Leasethe lease or sublease;
(vF) none of with respect to each sublease, if any, the Owned Real Estate representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusalunderlying lease;
(viG) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any Neither of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller Targets has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases leasehold or its rights thereundersubleasehold;
(viiiH) all facilities leased or subleased thereunder have, to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits licenses and zoning approvalspermits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(I) all facilities leased or subleased thereunder are supplied with utilities and other services reasonably necessary for the operation of said facilities; and
(ixJ) to the best of Seller's Knowledge, the owner of each the facility leased facility has good and marketable title or subleased had the authority to lease the premises according to the underlying parcel terms of real propertythe lease(s), free and clear that Seller is not aware of any Security Interestrestrictions which do or would impair the current use, easement, covenantoccupancy by the lessees, or other restrictionvalue as leased premises, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for of the fee interest therein and Permitted Real Estate Encumbrancesproperty subject thereto as the leased property is currently used.
Appears in 1 contract
Real Property. Section 2(i(i) Schedule 7(w) contains a list and brief description of all real property owned or leased by ▇▇▇ NM or ▇▇▇ Festivals and the improvements (including buildings and other structures) located on such real property (including a brief description of the Disclosure Schedule lists use to which such property is being employed and, in the case of any such property which is leased, the termination date or notice requirement with respect to termination, annual rental and describes briefly renewal or purchase options) (the "Real Property"). Complete and correct copies of all Owned Real Estate and real property leased such leases have been made available to SFX prior to the Seller (including, without limitation, complete legal descriptions for date hereof. Schedule 7(w) contains a list of all of the Real Estate). The Seller has delivered to the Buyers correct and complete copies of the Leases. With title insurance policies with respect to the Real Estate:
(i) the Seller has good Property owned, leased or subleased by ▇▇▇ NM and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");▇▇▇ Festivals.
(ii) Except as provided in Schedule 7(w), neither ▇▇▇ NM or Festivals has received any notice of a pending or contemplated annexation or condemnation or similar proceedings affecting, or which may affect, all or any portion of the Leases Real Property.
(iii) The tenancies described on Schedule 7(w) constitute all of the written and oral agreements which grant rights of use or possession with respect to the Real Property; except as otherwise noted on Schedule 7(w), (a) the leases described on Schedule 7(w) are and, following the Closing will continue to be, legal, valid, binding, enforceable, valid and subsisting and in full force and effect;, have not been amended, modified or supplemented and the tenants, licensees or occupants thereunder are in actual possession, (b) there are no pending summary proceedings or other legal actions for eviction of any such tenant, and (c) no written notice of default on the part of the tenant under any of the leases has been received by ▇▇▇ NM or Festivals or their respective agents from the landlord thereunder which has not been cured and neither ▇▇▇ NM or ▇▇▇ Festivals has any actual knowledge of any default by the tenant under any such leases.
(iiiiv) Those management agreements and operating agreements listed on Schedule 7(w) constitute all of the written and oral agreements for the provision of management and/or operating services to the Real Property and all such agreements unless otherwise disclosed on Schedule 7(w) are terminable upon thirty (30) days notice by the party to whom services are being provided thereunder.
(v) Except as set forth on Schedule 7(w), there are no commissions or other compensation now or hereafter payable to any broker or other agent under any written or oral agreement or understanding with such broker or agent in relation to any of the leases to which ▇▇▇ NM or Festivals is a party or any extension thereof. With respect to any and all such brokerage commissions, each of ▇▇▇ NM and Festivals covenants and agrees to pay any such brokerage commissions or compensation at or prior to the Closing Date and shall hold SFX and Acquisition Sub harmless and defend each of SFX and Acquisition Sub in regard to any and all claims for brokerage commissions or other compensation relating to any leasing activity prior to the Closing Date, including without limitation, reasonable attorney's fees and expenses (notwithstanding anything to the contrary contained in this Agreement, such indemnity obligation shall survive the Closing Date).
(vi) Neither ▇▇▇ NM or ▇▇▇ Festivals have received any written notice of (a) any violation of any federal, state or local laws, codes, regulations or ordinances affecting the Real Property including, without limitation, zoning, building or similar laws or ordinances, (b) any covenant, restriction, condition or agreement contained in any instrument affecting the Real Property or (c) any default from any third party who shall be benefitted by any such restriction, condition or agreements referred to in subparagraph (b) hereof.
(vii) Except as set forth on Schedule 7(w), there are no charges, complaints, actions, proceedings or investigations pending or (to the actual knowledge of ▇▇▇ NM and Festivals) threatened against or involving ▇▇▇ NM or Festivals or the Real Property.
(viii) There are no, and on the Closing Date there will be no, mechanics', materialmen's or similar liens against the Real Property or any portion thereof (except for work performed in the ordinary course of business or such other work which may be performed with the prior written consent of SFX which are the responsibility of ▇▇▇ NM or Festivals to remove.
(ix) Schedule 7(w) contains a list of all parking agreements to which ▇▇▇ NM or Festivals is a party. Except as set forth on Schedule 7(w), neither ▇▇▇ NM or Festivals has received written notice of any violation of any material federal, state or municipal laws or ordinances with respect to such agreements, all such agreements are in full, force and effect, and to the actual knowledge of the Sellers: (a) no party to material default has occurred and is continuing under and any Lease is in breach or default (or has repudiated any provision thereof), such agreements and no event has occurred which, with the giving of notice or the lapse of time, has occurred and is continuing which would constitute a breach or material default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral under any such agreements, or forbearance programs in effect as to any Lease;
and (vb) none the current and continued use of the Owned Real Estate and parking provided to the Seller's Knowledge, none of the properties subject Venues pursuant to the Leases is subject to such agreements does not violate any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbranceslegal requirements.
Appears in 1 contract
Real Property. Section 2(i(a) Schedules 4.9(a)(i) and 4.9(a)(ii) of the Seller Disclosure Schedule lists set forth a complete and describes briefly accurate list by property or project name, city and state of all Owned Leased Real Estate and real property leased Owned Real Estate, respectively. Each of the entities identified in Schedule 4.9(a)(ii) of the Seller Disclosure Schedule owns fee simple title to such Owned Real Estate, subject only to Permitted Real Property Exceptions.
(b) Except as set forth in Schedule 4.9(b) of the Seller Disclosure Schedule, to the Seller Knowledge of Seller, (includingi) within the immediately preceding 12-month period, without limitationthere have not been actual, complete legal descriptions for all threatened (in writing) or imminent changes in the zoning of any of the Real Estate). The Seller has delivered to the Buyers correct Estate or any part thereof materially and complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair adversely affecting the current use, occupancy or value thereof and (ii) there is no pending or threatened (in writing) condemnation, expropriation, requisition (temporary or permanent) or similar proceeding with respect to any Real Estate or any part thereof, which would materially detract from the marketability of title value of the property and which are disclosed Real Estate or materially impair the existing use thereof.
(c) Except as set forth in Section 2(iSchedule 4.9(c) of the Seller Disclosure Schedule Schedule, each tenant lease and other agreement for the use and occupancy by the Companies of the Leased Real Estate (collectively, the "Permitted “Lease Agreements”) and each Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and Agreement is in full force and effect;
(iii) no party , other than those Lease Agreements and Real Estate Agreements the failure of which to any Lease be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Companies is in in, or to the Knowledge of Seller, is alleged to be in, breach or default (under any Lease Agreement or has repudiated any provision thereof)Real Estate Agreement other than those breaches or defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and there is no event has occurred whichthat, with but for the passage of time or the giving of notice or both would constitute or result in any such breach or default, other than those breaches or defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Seller has made available to Buyer true, complete and correct copies in all material respects of any and all: (i) Lease Agreements (and all guaranties relating thereto) and (ii) Real Estate Agreements.
(d) Notwithstanding anything to the contrary in this Agreement or in any certificate or instrument delivered pursuant hereto, no representation or warranty is made herein as to whether any consents, approvals, waivers, agreements or actions of, or (with or without lapse of time) notice to, would constitute a breach or default thereunder or permit termination, modificationthird parties (including Governmental Bodies), or acceleration thereunder;
(iv) there fulfillment of any conditions, are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required needed in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear direct or indirect transfer of any Security Interestof the right, easement, covenanttitle or interest of Seller or the Companies in the Real Estate, or other restriction, except for Permitted the operation by Buyer of the Business or the Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for after the fee interest therein and Permitted Real Estate EncumbrancesClosing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Saks Inc)
Real Property. Section 2(i(a) The Real Property List, as of the Disclosure Schedule lists date it is provided pursuant to Section 7.20(d), sets forth a complete and describes briefly accurate list of all Owned Real Estate leases, subleases and licenses of real property leased to the Seller (includingproperty, without limitation, complete legal descriptions for all together with details of the relevant Transferred Entity, Fund Vehicle or Portfolio Investment duly registered as lessee and the Real EstateProperty Lease being registered at the appropriate land registry office and tax agency and any amendments, variations agreements, undertakings, concessions and modifications thereto and guaranties thereof, in effect on the date hereof (collectively, “Real Property Leases” and, each, a “Real Property Lease”). The Seller has delivered to the Buyers correct and complete copies of the Leases. With ), with respect to which the Real Estate:
(i) Fund Vehicles, Transferred Entities or any Portfolio Investment thereof is the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property lessee and which are disclosed in Section 2(i) held, occupied or used by the Fund Vehicles, Transferred Entities or Portfolio Investments. To the Knowledge of the Disclosure Schedule (collectivelyColony Fund Entities, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, or condition exists that with notice or lapse of time, or both, would constitute a breach material default by the Transferred Entities, the Fund Vehicles or default thereunder any Portfolio Investment or permit termination, modificationany other party under any of the Real Property Leases or that would entitle the relevant lessor to terminate, or acceleration thereunder;withdraw from, the Real Property Leases. To the Knowledge of the Colony Fund Entities, the Transferred Entities, the Fund Vehicles or their Portfolio Investments, as applicable, are the sole legal and beneficial owners and, in the case of Properties in Scotland, the registered proprietor of the Real Property Leases and have good, marketable and valid title to the Real Property Leases, free and clear of all Liens other than Permitted Liens. To the Knowledge of the Colony Fund Entities, the Real Property Leases are not subject to any agreement for sale, option to acquire, right of pre-emption, right of redemption, right of first offer or right of first refusal, and neither the Transferred Entities, the Fund Vehicles nor any Portfolio Investment or any other party under any of the Real Property Leases has or intends to enter into the same. To the Knowledge of the Colony Fund Entities, (i) no rent review is currently being negotiated in relation to any Real Property Lease, (ii) no rent under any Real Property Lease is liable to be reviewed which has not yet been reviewed.
(ivi) Section 5.12(b)(i) of the Disclosure Schedule, as of the date it is provided pursuant to Section 7.20(d) sets forth a complete and accurate list of all Lessor Real Estate Leases (which expression includes sub-tenancies and licenses), together with any amendments and modifications thereto and guaranties thereof, in effect as of the date hereof. No guarantor or surety in relation to any of the Lessor Real Estate Leases has been released expressly or by implication. To the Knowledge of the Colony Fund Entities, (A) no termination notices have been received or served by the Transferred Entity, Fund Vehicle and Portfolio Investment that would entitle the relevant tenant to terminate, or withdraw from, the Lessor Real Estate Leases, (B) no rent review is currently being negotiated in relation to any Lessor Real Estate Lease and (C) no rent under any Lessor Real Estate Lease is liable to be reviewed which has not yet been reviewed.
(ii) Section 5.12(b)(ii) of the Disclosure Schedule sets forth a rent roll and the schedule delivered pursuant to Section 7.20(d) will, as of the date of delivery thereof, set forth a delinquency report, in each case that is used by the Fund Vehicles in the ordinary course of business (including for purposes of the schedule delivered pursuant to Section 7.20(d) a list of all security deposits (whether in the form of cash, letter of credit, first demand guarantee or otherwise)) for all of the Properties under the Lessor Real Estate Leases being held by the Fund Vehicles, Transferred Entities and Portfolio Investments with respect to the Properties as of the date set forth thereon. Except as set forth on Section 5.12(b)(ii) of the Disclosure Schedule and the schedule delivered pursuant to Section 7.20(d), all such rent rolls and delinquency are true, correct and complete in all material respects as of the dates set forth thereon.
(iii) To the Knowledge of the Colony Fund Entities, there is no subsisting breach of covenant in any of the Lessor Real Estate Leases by either the landlord or tenant, and no event has occurred or condition exists that with notice or lapse of time, or both, would constitute a material default by the Fund Vehicles or any other party under any of the Lessor Real Estate Leases, except as set forth on Section 5.12(b)(iii) of the Disclosure Schedule. To the Knowledge of the Colony Fund Entities, (A) there are no disputesexisting claims by any tenants received by the Transferred Entities, oral agreements, Fund Vehicles and Portfolio Investments as owners of the Properties and there is no current litigation with the any of the tenants or forbearance programs in effect as any other third-party pertaining to the Lessor Real Estate Leases and (B) there is no current pre-litigation with any Lease;tenant or third party pertaining to the Lessor Real Estate Leases.
(vc) none Section 5.12(c) of the Disclosure Schedule sets forth a complete and accurate list of all real property owned legally and beneficially by the Transferred Entities, the Fund Vehicles or the Portfolio Investments (“Owned Real Property”) together with (as applicable) details of the relevant Transferred Entity, Fund Vehicle or Portfolio Investment registered as owner or registered proprietor of each Owned Real Property and the Owned Real Property being registered at the appropriate land registry office and tax agency. The Transferred Entities, the Fund Vehicles or their Portfolio Investments, as applicable, are the sole legal and beneficial owners of the Owned Real Estate Property, and in the case of Properties in Scotland, the registered proprietors of the Owned Real Property and have good, marketable and valid title in fee simple to the Seller's KnowledgeOwned Real Property, free and clear of all Liens other than Permitted Liens and, to the Knowledge of the Colony Fund Entities, the Owned Real Property is not subject to any agreement for sale, option to acquire, right of pre-emption, right of redemption, right of first offer or right of first refusal.
(d) To the Knowledge of the Colony Fund Entities, none of the properties subject Fund Vehicles, Transferred Entities or Portfolio Investments are in receipt of any written notice of any existing, uncured violation of any material Law affecting any of the Owned Real Property issued by any Governmental Entity.
(e) To the Knowledge of the Colony Fund Entities, none of the Fund Vehicles, Transferred Entities or Portfolio Investments have received any written notice to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no effect that (i) actual or, to the Seller's Knowledge, proposed special assessments any material condemnation or rezoning proceedings are pending or threatened with respect to any of the Owned Real Estate; Property that would have a Material Adverse Effect or (ii) pending orthere currently exist material uncured violations of any zoning, to the Seller's Knowledge, threatened condemnation proceedings with respect to building or similar Law regarding any of the Owned Real Estate; Property or Real Property Leases.
(iiif) structural The Properties comprise all the land and buildings owned, occupied or mechanical defects otherwise used by the Transferred Entities, Fund Vehicles and their respective Portfolio Investments (whether in the United Kingdom or elsewhere) or in respect of which any Transferred Entity, Fund Vehicle or any of their respective Portfolio Investments holds any security or other interest. The Transferred Entities, Fund Vehicles and their respective Portfolio Investments do not have any continuing liability in respect of any real property other than the Properties. Other than rights to carry held by Colony Management Participants, the Fund Vehicles, Transferred Entities or Portfolio Investments are entitled to all income derived from the Properties (other than those subjacent to the Barcelona Loan) without any deduction, set-off or counterclaim whatsoever.
(g) To the Knowledge of the Colony Fund Entities, there are no material outstanding, pending or threatened demands, disputes, claims or proceedings (including challenges of administrative authorizations or titles) relating to the Properties or their ownership, occupation or use, and none are pending or threatened, whether before the ordinary courts or before administrative or other courts. To the Knowledge of the Colony Fund Entities, there are no events or circumstances which may lead them to believe that the Properties may be involved in any such litigation.
(h) To the Knowledge of the buildings or improvements located on the Real Estate; (iv) any pending orColony Fund Entities, there are no latent defects policies in relation to the Seller's KnowledgeProperties the benefit of which is vested in the Transferred Entities, threatened changed in any zoning laws Fund Vehicles or ordinances which may materially adversely affect any of the Portfolio Investments.
(i) Exhibit E to this Agreement contains representations and warranties pertaining to Owned Real Property, Real Property Leases and Lessor Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest Leases in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required jurisdictions set out in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate Encumbrancesthat schedule.
Appears in 1 contract
Real Property. Section 2(i) Schedule 4.16 of the Pacific Disclosure Schedule Letter lists ------------- ------------- the lots (as of September 30, 1999) and describes briefly all Owned Real Estate and real property office locations owned by the Company or any of its Subsidiaries, the office locations leased by the Company or any of its Subsidiaries, the lots that the Company or any of its Subsidiaries has the right or obligation to the Seller purchase (includingas of September 30, without limitation, complete legal descriptions for all of the Real Estate1999). The Seller Company and its Subsidiaries have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used) title in fee simple, or as to optioned property, has delivered the right to acquire good and marketable (or indefeasible, as the Buyers correct and complete copies of the Leases. With respect case may be) title in fee simple (or as to the Real Estate:
(i) the Seller leased property, has good and marketable valid title to all the leasehold estate), to the real property purported to be owned, optioned or leased by them on Schedule 4.16 of the Owned Real Estate -------------- Pacific Disclosure Letter, free and clear of all liensLiens, chargesexcept Liens for Taxes and assessments not yet due and payable, Liens relating to the indebtedness described on Schedules 4.5-1 and 4.5 (xii) of the Pacific Disclosure Letter, and ----------------------------- such Liens or other imperfections of title as do not or will not, individually or in the aggregate, materially interfere with the present use or intended use by the Company and its Subsidiaries or materially affect the value or marketing of the property affected thereby. Neither the Company nor any Company Subsidiary has given, nor has it received, any notice that a breach or an event of default exists, and no condition or event has occurred that with the giving of notice, the lapse of time, or both would constitute a breach or event of default, by the Company or any of its Subsidiaries, or, to Stockholder's Knowledge, any other person with respect to any agreements, arrangements, contracts, covenants, conditions, deeds, deeds of trust, rights-of-way, easements, mortgages, security interestsrestrictions, easementssurveys, restrictions title insurance policies, or other encumbrances documents granting to or constituting a conveyance by the Company or any Company Subsidiary of title to or an interest in or otherwise affecting the real property which, individually or in the aggregate, is material to the operation of the business of the Company and its Subsidiaries, as presently conducted or intended to be conducted. No condemnation, eminent domain, or similar proceeding exists, is pending or, to Stockholder's Knowledge, is threatened with respect to, or that could affect, any nature whatsoever real property owned or leased by the Company or any Company Subsidiary that would, individually or in the aggregate, have a Material Adverse Effect on the Company. No developer-related charges or assessments by any public authority or any other person for public improvements or otherwise made against any property developed by the Company or its Subsidiaries are unpaid (other than those reflected on the December 31, 1998 consolidated balance sheets of the Company and its Subsidiaries or incurred since such date in the ordinary course of the Company's and its Subsidiaries' business consistent with past practices and other than standard development agreements such as impact fee and water and sewer connection fee agreements paid on a per unit basis at the time of building permit or certificate of occupancy), except for charges or assessments as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The real estate taxes property of the Company and its Subsidiaries to be used for homebuilding and any improvements located thereon conform, in all material respects, to the appropriate Governmental Entity's standards. There is no impediment to the development of (or to approval for the year development of) undeveloped real property, such approval to allow development in the manner in which the Company and its Subsidiaries currently anticipate building thereon, nor are there any moratoriums on such development, except for those that would not, individually or in the aggregate, result in a Material Adverse Effect on the Company. The developed real property of Closing the Company and municipal its Subsidiaries has access to streets, and zoning ordinances is serviced, in all material respects, by all utilities and recorded utility easements which do not impair other services, as is necessary to construct homes on such property, and such utilities and other services are adequate for the current use, occupancy or value or the marketability and intended use of title such property. The undeveloped real property of the property Company and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue its Subsidiaries has access to be, legal, valid, binding, enforceablestreets, and such real property is serviced, in full force all material respects, by all utilities and effect;
(iii) no party other services, as is necessary for the development thereof or such utilities and other services are or will be available, in all material respects, to such property. All leases pursuant to which the Company or any Lease Company Subsidiary leases from others real or personal property are valid and effective in accordance with their respective terms, and there is in breach not under any of such leases, any existing default or event of default (or has repudiated any provision thereof), and no event has occurred which, which with notice or lapse of time, or both, would constitute a breach material default), except where such failure or default thereunder would not, individually or permit terminationin the aggregate, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located have a Material Adverse Effect on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and Permitted Real Estate EncumbrancesCompany.
Appears in 1 contract
Sources: Stock Purchase Agreement (Pacific Usa Holdings Corp)
Real Property. Section 2(i(a) The Company and each of its Subsidiaries, as applicable, have valid, good and marketable fee simple title to, as both beneficial owner and legal title holder, the Owned Real Property, free and clear of any Liens, except for Permitted Liens.
(b) There are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion thereof or interest therein.
(c) The Owned Real Property and the current uses thereof comply with applicable law in all material respects.
(d) There are no existing or, to the knowledge of the Disclosure Schedule lists and describes briefly Company, proposed expropriation Proceedings that would result in the taking of all or any part of the Owned Real Estate and real Property or that would adversely affect the current use of the Owned Real Property.
(e) There are no leases, property leased management agreements or other contracts which relate to the Seller (includingtitle to, without limitationownership, complete legal descriptions for all operation or management of the Owned Real Estate). The Seller has delivered Property other than as registered on title to the Buyers correct and complete copies of the Leases. Owned Real Property.
(f) With respect to the Leased Real EstateProperty:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes each lease agreement for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the such property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, is valid, legally binding, enforceable, enforceable in accordance with its terms and in full force and effect;
effect unamended by oral or written agreement, true and complete copies of which (iiiincluding all related amendments) no party have been disclosed in writing to the Purchaser or are available to the Purchaser, and neither the Company nor any Lease is of its Subsidiaries are in material breach of or default (or has repudiated any provision thereof)under such lease, and no event has occurred which, with notice or notice, lapse of timetime or both, would constitute a material breach or default thereunder by the Company or any of its Subsidiaries or permit termination, modification, modification or acceleration by any third party thereunder;
(ivii) there are no disputes, oral agreements, third party has repudiated or forbearance programs in effect as has the right to terminate or repudiate any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any such lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrancesthe normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease, there are no (ilicense or occupancy agreement) actual or, to the Seller's Knowledge, proposed special assessments with respect to or any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use provision thereof;
(viiiii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded current uses of the Leased Real Property comply in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection material respects with the operation thereof provisions of applicable leases and have been operated and maintained in accordance with applicable laws, rules, and regulationslaw; and
(ixiv) no lease has been assigned by the Company or any of its Subsidiaries. To the knowledge of the Company, no counterparty to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of real property, free and clear of any Security Interest, easement, covenant, or other restrictionlease is in material default thereunder. There are no material Liens, except for Permitted Liens, on the leasehold, subleasehold or occupancy rights of the Company or any of its Subsidiaries to any Leased Real Estate Encumbrances Property.
(g) Paragraph 24(g) of the Disclosure Letter sets out a complete and Seller's leasehold interest accurate list of all leases and subleases in each Lease has priority over any other interest except for the fee interest therein and Permitted respect all Leased Real Estate EncumbrancesProperty.
Appears in 1 contract