Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens. (b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property. (c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon. (d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH 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) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyers correct and indicates 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 Sellers owning each parcel 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 Property. Each such 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 is 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 has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal 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. (a) The Company does not own (and has never owned) any real property or any ownership interest therein.
(b) Schedule 4.4(a3.12(b) indicates by map attached sets forth a list of all leases, licenses or similar agreements to which the Company is a party that are for the use or occupancy of real estate (“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 parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the Site and each other parcel passage of the Real Property and indicates the Seller time or the Sellers owning giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerits Leased Premises, free and clear of any and all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structuresbuildings and structures that are part of the Leased Premises are in good repair and condition, fixturesnormal wear and tear excepted, buildings, 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 and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
Leased Premises, the structural elements thereof, the mechanical systems (dincluding all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) Schedule 1.1-A describes each therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Easement Facilities included within the Assets. All such Easement Facilities are located either in Leased Premises (i) land owned has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or 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 Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending orcurrent business activities conducted at such Leased Premises, and, to the Knowledge of the SellersCompany, threatened claims that 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 Existing Easements are not validLeased Premises or any access thereto, or that the Sellers’ use thereof isand, or the transfer thereof to the Purchaser would be, in violation Knowledge of the terms Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereofLeased Premises, or (yz) use any violations of such public rights-of-way is not in compliance in building codes and/or zoning ordinances or other governmental regulations with respect to any material respect with applicable Law or authorization of the applicable Governmental Entity Leased Premises.
(d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with jurisdiction over respect to any facilities or real property. None of the Leased Premises is subject to any commitment or 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 thereofthereof in the conduct of the Business. Subject The Company does not use or permit any of its Properties to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, be held at any real property other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSthe Leased 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. (a) Section 3.20(a) of the Disclosure Schedule 4.4(alists: (i) indicates by map attached thereto the Site and street address of each other parcel of Owned Real Property, (ii) the current owner of each such parcel of Owned Real Property and indicates (iii) the Seller or the Sellers owning current use of each such parcel of the Owned Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion Section 3.20(b) of the Disclosure Schedule lists: (i) the street address of each parcel of Leased Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b(ii) with respect to matters of Environmental Law or compliance the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to and (iii) the current use of each such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration parcel of any improvement located on such Leased Real Property.
(c) The structuresCompany has made available to the Purchaser, fixturesor shall make available to the Purchaser within three (3) Business Days after the date hereof, buildingstrue, improvements legible and equipment (including complete copies, to the Facilities) on 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, consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates). With respect to each such lease and sublease:
(i) such lease or sublease, together with all Ancillary Lease Documents delivered pursuant to the first sentence of this Section 3.20(d), is in full force and effect and represents the entire agreement between the respective landlord and tenant with respect to such Leased Real Property;
(ii) such lease or sublease will not cease to be in full force and effect 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;
(A) 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 such lease or sublease is in breach or default in any material respect and, to the knowledge of the Company, no event has occurred that, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under such lease or sublease; and
(v) neither the Company nor any Subsidiary has exercised or given any notice of exercise of, nor has any lessor or landlord exercised or received any notice of exercise by a lessor or landlord of, any option, right of first offer or right of first refusal contained in any such lease or sublease, including, without limitation, any pertaining to purchase, expansion, renewal, extension or relocation (collectively, "Options").
(e) There are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation condemnation proceedings or similar proceeding eminent domain proceedings of any kind pending or, to the Sellers’ Knowledgeknowledge of the Company, threatened against any of 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 the knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any improvement thereonSubsidiary, 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.
(dg) Schedule 1.1-A describes each No improvements on the Real Property and none of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned current uses and conditions thereof violate any Encumbrance, applicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by the Sellers any duly issued variances, and no permits, licenses or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, certificates pertaining to the Knowledge ownership or operation of all improvements on the SellersReal Property, threatened claims that (x) other than those which are transferable with the Real Property, are required by any of the Existing Easements are not valid, or 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 Authority having jurisdiction over the use thereof. Subject to Section 6.7, Real Property.
(h) All improvements on any Real Property are wholly within the Sellers shall convey all lot limits of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsuch Real Property.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD)
Real Property. The Company does not own any real property. (aS) Schedule 4.4(a4A(k) indicates by map attached thereto the Site and each other parcel of the Real Property Seller's Disclosure Schedule lists and indicates describes briefly all real property leased or subleased to the Company. The Seller or has delivered to the Sellers owning each parcel Buyer correct and complete copies of the Real Propertyleases and subleases listed in (S) 4A(k) of the Seller's Disclosure Schedule (as amended to date). Each such Seller is Except as disclosed on (S) 4A(k) of the owner of and has valid title Seller's Disclosure Schedule, with respect to each parcel lease and sublease listed in (S) 4A(k) of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.'s Disclosure Schedule:
(bA) The Sellers have not received written notice from any Governmental Entity that a portion lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(B) 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 Real Propertytransactions 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 such lease or sublease is in material breach or 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 or permit termination, modification, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bacceleration thereunder;
(D) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (oreach sublease, to the Sellers’ ' Actual Knowledge, any threatened or proposed orderthe representations and warranties set forth in subsections (A) requiring through (C) above are true and correct with respect to the repair, removal or alteration of any improvement located on such Real Property.underlying lease; and
(cE) The structuresthe Company has not assigned, fixturestransferred, buildingsconveyed, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-ISmortgaged, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either deeded in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17trust, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) encumbered any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising byleasehold or subleasehold, through or under the Sellers, other than except Customarily Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
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. The Company does not own any real property. (aS) Schedule 4.4(a4A(k) indicates by map attached thereto the Site and each other parcel of the Real Property Sellers' Disclosure Schedule lists and indicates describes briefly all real property leased or subleased to the Seller or the Sellers owning each parcel of the Real PropertyCompany. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion delivered to the Buyer correct and complete copies of the Real Propertyleases and subleases listed in (S) 4A(k) of the Sellers' Disclosure Schedule (as amended to date). 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 Sellers' Disclosure Schedule:
(i) the lease or 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 such lease or sublease is in material breach or 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 or permit termination, modification, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bacceleration thereunder;
(iv) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (oreach sublease, to the Sellers’ ' Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements representations and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either warranties set forth in subsections (i) land owned by through (iii) above are true and correct with respect to the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17underlying lease; and
(v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) encumbered any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising byleasehold or subleasehold, through or under the Sellers, other than except Customarily Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
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) Schedule 4.4(aSection 3.16(a) indicates by map attached thereto the Site and each other parcel of the Disclosure Schedule lists all of the Leased Real Property. The Seller has delivered to the Purchaser true and complete copies of all leases and subleases relating to the Leased Real Property and indicates any and all ancillary documents pertaining thereto. Except as set forth in Section 3.16(a) of the Seller or Disclosure Schedule, none of the Sellers owning each Pershing Companies owns any real property.
(b) Each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Leased Real Property indicated on Schedule 4.4(a) as being owned by such Seller, is leased free and clear of all Liens arising by, through or under Sellers, Encumbrances other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health Encumbrances 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is neither subject to any written governmental decree or order specifically issued to be sold nor being condemned, expropriated or otherwise taken by any public authority with respect to such Real Property (oror without payment of compensation therefor, nor, to the Sellers’ Knowledgeknowledge of the Seller, has any threatened such condemnation, expropriation or proposed order) requiring taking been proposed, except, in either case, as would not, individually or in the repairaggregate, removal or alteration of any improvement located on such Real Propertyhave a Material Adverse Effect.
(c) The structures, fixtures, buildings, improvements and equipment (including the FacilitiesExcept as set forth in Section 3.16(c) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property Disclosure Schedule or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in except as would not have a Material Adverse Effect: (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or Pershing Companies and the Assets have complied at all times with all Environmental Laws; (ii) no real property currently or formerly owned or operated by the Existing Easements Pershing Companies has been contaminated with any substance regulated under any Environmental Law; (iii) the Pershing Companies are not subject to any Liability for off-site disposal or public rights-of-way pursuant contamination; (iv) the Pershing Companies and its Assets are not the subject of any Governmental Orders, claims or notices alleging Liability under any Environmental Law; and (v) to Law or authorization the knowledge of the applicable Governmental Entity. There Seller, there are no pending or, other circumstances or conditions involving the Pershing Companies or the Assets that could reasonably be expected to the Knowledge of the Sellers, threatened claims that (x) result in any of the Existing Easements are not validLiabilities, or that restrictions on the Sellers’ ownership, use thereof is, or transfer of any real property included in the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or Assets under 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSEnvironmental Law.
Appears in 3 contracts
Sources: Transaction Agreement (Credit Suisse First Boston Usa Inc), Transaction Agreement (Credit Suisse Group), Transaction Agreement (Bank of New York Co Inc)
Real Property. (a) Schedule 4.4(a3.07(a) indicates 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 map attached thereto the Site and each other parcel of the Real Property and indicates the Seller or its Affiliates, in each case, in connection with the Sellers owning each parcel of Business (collectively, the “Owned Real Property. Each ”) 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 is or its Affiliates, leases, licenses or sublicenses real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) in connection with the owner of 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 has valid its Affiliates have good and marketable fee simple title to the Owned Real Property, in each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, case free and clear of all Liens arising by, through or under SellersLiens, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lienas set forth on Schedule 3.07(c), no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, immediately prior to the Sellers’ KnowledgeClosing, the Seller will not be obligated under, nor will be a party to, any threatened option, right of first refusal or proposed order) requiring the repairother contractual right to purchase, removal acquire, sell, assign or alteration dispose of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Owned Real Property or any improvement thereonportion thereof or interest therein.
(d) Schedule 1.1-A describes each of With respect to the Easement Facilities included within the Assets. All such Easement Facilities are located either in Real Property, there is no (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the SellersSeller, threatened claims 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.
(xe) 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 Owned Real Property other than the Seller. Except as identified in Schedule 3.07(f), no Person has any right to acquire any interests in any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSOwned Real Property.
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. (a) Schedule 4.4(a3.07(a) indicates 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 map attached thereto the Site LIN Companies, and each other parcel of immediately following the Real Property and indicates Merger Closing will be owned in fee simple by the Seller or its Affiliates, in each case, in connection with the Sellers owning each parcel of Business (collectively, the “Owned Real Property. Each ”) 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 is or its Affiliates, leases, licenses or sublicenses real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) in connection with the owner of 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 has valid 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 parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, case free and clear of all Liens arising by, through or under SellersLiens, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lienas set forth on Schedule 3.07(c), no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, immediately prior to the Sellers’ KnowledgeClosing, the Seller will not be obligated under, nor will be a party to, any threatened option, right of first refusal or proposed order) requiring the repairother contractual right to purchase, removal acquire, sell, assign or alteration dispose of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Owned Real Property or any improvement thereonportion thereof or interest therein.
(d) Schedule 1.1-A describes each of With respect to the Easement Facilities included within the Assets. All such Easement Facilities are located either in Real Property, there is no (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the SellersSeller, threatened claims 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.
(xe) 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 Owned Real Property other than the Seller or the LIN Companies. Except as identified in Schedule 3.07(f), no Person has any right to acquire any interests in any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSOwned Real Property.
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. (a) Schedule 4.4(a5.9 contains a brief ------------- ------------ description of (i) indicates by map attached thereto the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning 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. Each such Seller Schedule 5.9 sets forth a list of each lease or similar agreement ------------ under which any Company is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being lessee of, or holds or operates, any real property owned by any third Person, except those which are terminable by such Seller, free and clear Company without penalty on 60 days' or less notice or which provide for annual lease payments of all Liens arising by, through or under Sellers, other less than Permitted Liens.$75,000 (the "Leased Real Property"). --------------------
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Owned Real Property is subject to any written governmental decree in conformity with all deed restrictions and other covenants and conditions recorded or order specifically issued running with respect to such the land. The current use and operation of the Owned Real Property (oris in substantial conformity with the certificate(s) of occupancy issued for such Owned Real Property. All of the buildings, to structures, equipment and other tangible assets of the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement 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) The structures, fixtures, buildings, improvements and equipment (including Neither the Facilities) on the Real 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 Sellers’ Knowledge, threatened against whole nor any part of any of the Owned Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of Parent, any Leased Real Property is subject to any pending suit for condemnation or other taking by any Governmental Body, and, to the SellersKnowledge of Parent, threatened claims that no such condemnation or other taking is threatened.
(xd) Parent makes the following representations and warranties with respect to the Downers Grove Real Property:
(i) Leases. Schedule 5.9(d) contains a complete and correct list ------ --------------- of the Downers Grove Real Property Leases, true and correct copies of which Parent has made available to Buyer. Except as set forth in Schedule 5.9(d), --------------- (A) each of the Downers Grove Real Property Leases is in full force and 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; (B) Parent is not in, nor, to the Knowledge of Parent, alleged to be in, breach or violation of or default under any of the Existing Easements are not valid, Downers Grove Real Property Leases; (C) all rental or that other payments due under the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation Downers Grove Real Property Leases as of the terms of such Existing Easement date hereof have been paid in full and no rental payments have been paid more than one month in advance; (D) there are no leasing commissions or tenant improvements allowances, payments or credits presently due and unpaid or which could become due with respect to any Lien affecting Downers Grove Real Property Lease; and (E) no tenant under any Downers Grove Real Property Lease has withheld any 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 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSrentals payable thereunder.
Appears in 3 contracts
Sources: Purchase Agreement (Aramark Worldwide Corp), Purchase Agreement (Aramark Worldwide Corp), Purchase Agreement (Aramark Corp)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel All of the real property 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 foregoing (all of the foregoing collectively referred to as the “Owned Real Property”);
(b) Schedule 3.10(b) sets forth a complete and accurate list of all leasehold interests of Sellers used primarily in the business and operation of the Publications (the “Leased Real Property”). The Leased Real Property and indicates the Seller or Owned Real Property are collectively referred to as the Sellers owning each parcel of the “Real Property. Each such Seller is the owner of ”.
(c) Good and has valid marketable fee title to each parcel of the Owned Real Property indicated disclosed on Schedule 4.4(a3.10(a) as being is owned by Sellers set forth on such Sellerschedule, free and clear of all Liens arising byany Liens, through or under Sellerseasements, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law way, licenses, use restrictions, claims, charges, options, rights of first offer, rights of first refusal or authorization title defects, of any nature whatsoever, except for Permitted Encumbrances (as defined below). As used in this Agreement, the applicable Governmental Entity. There term “Permitted Encumbrances” means (i) Liens for Taxes not yet due and payable; (ii) Liens for Taxes which are no pending orbeing 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 Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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 extent Sellers are otherwise successful in default finally, definitively and irrevocably contesting any such Liens and Buyer effectively gets the benefit thereof, or will upon written notice and delivery of satisfactory proof thereof, be refunded to Sellers); (yiv) use of such public easements, rights-of-way is way, encroachments, licenses, restrictions, conditions and other similar encumbrances which do not in compliance in materially interfere with the current use of any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Owned Real 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. (aThe Company does not own any real property. SECTION 4A(k) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property Seller's Disclosure Schedule lists and indicates describes briefly all real property leased or subleased to the Company. The Seller or has delivered to the Sellers owning each parcel Buyer correct and complete copies of the Real Propertyleases and subleases listed in SECTION 4A(k) of the Seller's Disclosure Schedule (as amended to date). Each such Seller is Except as disclosed on SECTION 4A(k) of the owner of and has valid title Seller's Disclosure Schedule, with respect to each parcel lease and sublease listed in SECTION 4A(k) of the Real Property indicated on Schedule 4.4(aSeller's Disclosure Schedule:
(i) as being owned by such To the Knowledge of Seller, free the lease or sublease is legal, valid, binding, enforceable, and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.in full force and effect;
(bii) 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 Sellers have Company is not received written in material breach or default of any lease or sublease, and to the Seller's Knowledge, no third party to any such lease or sublease is in material breach or material default, and to the Seller's Knowledge, no event has occurred which, with notice from any Governmental Entity that or lapse of time or both, would constitute a portion of the Real Propertymaterial breach or material default or permit termination, modification, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bacceleration thereunder;
(iv) with respect to matters of Environmental Law or compliance of each sublease, to the Real Property therewith. Except for any applicable Permitted LienSeller's Knowledge, no Real Property is subject to any written governmental decree or order specifically issued the representations and warranties set forth in subsections (i) through (iii) above are true and correct with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.underlying lease; and
(cv) The structuresthe Company has not assigned, fixturestransferred, buildingsconveyed, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-ISmortgaged, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either deeded in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17trust, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) encumbered any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising byleasehold or subleasehold, through or under the Sellers, other than except Customarily Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
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. (ai) Schedule 4.4(ass.3(l)(i) indicates by map attached thereto the Site and each other parcel of the Real Property Disclosure Schedule lists and indicates describes briefly all real property leased to Sewcal. Sewcal has delivered to the Seller or the Sellers owning each parcel Buyer correct and complete copies of the Real Propertyleases and subleases listed in ss.3(l)(ii) of the Disclosure Schedule (as amended to date). Each such Seller is the owner of and has valid title With respect to each parcel lease and sublease listed in ss.3(l)(ii) of the Real Property indicated on Disclosure Schedule 4.4(a) as being owned by such Seller, free and clear to the best of all Liens arising by, through or under Sellers, other than Permitted Liens.Sellers knowledge:
(bA) The Sellers have not received written notice from any Governmental Entity that a portion the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(B) 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 Real Propertytransactions contemplated hereby (including the assignments and assumptions referred to in ss.2 above);
(C) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(D) no party to the lease or sublease has repudiated any building provision thereof;
(E) there are no disputes, oral agreements, or improvement located thereon, currently violates any Law forbearance programs in any material respect, including those Laws relating effect as to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bthe lease or sublease;
(F) with respect to matters of Environmental Law or compliance of each sublease, the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.underlying lease;
(cG) The structuresSewcal has not assigned, fixturestransferred, buildingsconveyed, improvements and equipment mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(H) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the Facilities) on the Real Property are being transferred at the Closing AS-ISoperation thereof and have been operated and maintained in accordance with applicable laws, WHERE-ISrules, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.and regulations;
(dI) Schedule 1.1-A describes each all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.said facilities; and
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. (a) Schedule 4.4(a5.11(a)(i) indicates by map attached thereto the Site and each other parcel of the Real Property and indicates Chevron Disclosure Schedule identifies all real property assets the Seller or the Sellers owning each parcel 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 businesses of C Chem. Schedule 5.11(a)(ii) of the 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 businesses of C Chem.
(b) With respect to any real property owned or leased by Chevron (the "C Chem Real Property. Each such Seller is "), Chevron has good and valid fee or leasehold title, as the owner of and has valid title case may be, to all real property owned or leased by Chevron, in each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellercase, free and clear of all Liens, except for Permitted Encumbrances, defects in title or Liens arising bydescribed on Schedules 5.11(a)(i) and 5.11(a)(ii) of the Chevron Disclosure Schedule and other defects in title or Liens that, through individually or under Sellersin the aggregate, other than Permitted Liensdo not and would not reasonably be expected to have a Material Adverse Effect on C Chem.
(bc) The Sellers have not received written notice from any Governmental Entity that a portion Each of the Real Propertyleases (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 other party to any building or improvement located thereon, currently violates any Law C Chem Lease is in default under such C Chem Lease in any material respect, including those Laws relating other than such defaults, if any, which would not, individually or in the aggregate, have or reasonably be expected to zoning, building, land use, 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 compliance have a Material Adverse Effect on C Chem. As of the Real Property therewith. Except for any applicable Permitted Liendate of this Agreement, no Real Property is subject except where, individually or in the aggregate, there would not reasonably be expected to any written governmental decree be a Material Adverse Effect on C Chem or order specifically issued with respect to such Real Property as otherwise set forth on Schedule 5.11(a)(i) of the Chevron Disclosure Schedule, (or, to i) the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration enforceability of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned C Chem Leases will not be impaired by the Sellers execution or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17delivery of this Agreement or the Amended LLC Agreement, or (ii) the Existing Easements execution and delivery of this Agreement or public rights-of-way pursuant to Law the Amended LLC Agreement or authorization the consummation of the applicable Governmental Entity. There are no pending or, transactions contemplated by this Agreement or the Amended LLC Agreement will not entitle the lessor under any C Chem Lease to terminate such C Chem Lease prior to the Knowledge scheduled expiration thereof, and (iii) neither Chevron nor any C Chem Subsidiary is currently participating in any discussions or negotiations regarding termination of the Sellers, threatened claims that (x) any C Chem Lease of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof a property at which C Chem conducts business operations prior to the Purchaser would be, in violation of the terms scheduled expiration of such Existing Easement C Chem Lease by reason of a breach or any Lien affecting the land covered alleged breach 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTStenant thereunder.
Appears in 3 contracts
Sources: Contribution Agreement (Chevron Corp), Contribution Agreement (Phillips Petroleum Co), Contribution Agreement (Chevron Phillips Chemical Co LLC)
Real Property. (ai) Schedule 4.4(a) indicates With respect to the real property owned by map attached thereto the Site and each other parcel of Company or its Subsidiaries (the Real Property and indicates the Seller or the Sellers owning each parcel of the “Owned Real Property. Each such Seller is ”), (A) the owner Company or one of its Subsidiaries, as applicable, has good and has valid marketable title to each parcel of the Owned Real Property indicated on Schedule 4.4(a) as being owned by such SellerProperty, free and clear of all Liens arising byany Encumbrance, through (B) there are no outstanding options or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion rights of first refusal to purchase the Owned Real Property, or any building portion thereof or improvement located thereoninterest therein, currently violates and (C) neither the Company nor any Law in any material respect, including those Laws relating of its Subsidiaries leases Owned Real Property to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(banyone else.
(ii) with With respect to matters of Environmental Law the real property leased or compliance subleased to the Company or its Subsidiaries (the “Leased Real Property”), the lease or sublease for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in material breach of or default under such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, 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 therewithand Leased Real Property. Except for any applicable Permitted Lien, no Real Property Section 5.1(k)(iii) of the Company Disclosure Letter sets forth a correct street address and such other information as is subject reasonably necessary to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration identify each parcel of any improvement located on such Owned Real Property.
(iv) For purposes of this Section 5.1(k) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction 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) The structuresmechanics’, fixturescarriers’, buildingsworkmen’s, improvements and equipment (including repairmen’s or other like encumbrances arising or incurred in the Facilities) ordinary course of business consistent with past practice relating to obligations as to which there is no default on the Real 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 Sellers’ Knowledge, threatened against any part of the Real Property Company, or any improvement thereon.
the validity or amount of which is being contested in good faith by appropriate proceedings; (d) Schedule 1.1-A describes each other encumbrances that do not, individually or in the aggregate, materially impair the continued use, operation, value or marketability of the Easement Facilities included within specific parcel of Owned Real Property to which they relate or the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization conduct of the applicable Governmental Entity. There are no pending or, to the Knowledge business of the Sellers, threatened claims that Company and its Subsidiaries as presently conducted; (xe) restrictions or exclusions which would be shown by a current title report or similar report; and (f) any of the Existing Easements are not validcondition or other matter, if any, that may be shown or that the Sellers’ use thereof is, disclosed by a current and accurate survey 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSphysical 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. The Company does not own any real property. (aS) Schedule 4.4(a4A(k) indicates by map attached thereto the Site and each other parcel of the Real Property Seller's Disclosure Schedule lists and indicates describes briefly all real property leased or subleased to the Company. The Seller or has delivered to the Sellers owning each parcel Buyer correct and complete copies of the Real Propertyleases and subleases listed in (S) 4A(k) of the Seller's Disclosure Schedule (as amended to date). Each such Seller is the owner of and has valid title With respect to each parcel lease and sublease listed in (S) 4A(k) of the Real Property indicated on Schedule 4.4(aSeller's Disclosure Schedule:
(A) The lease or sublease is a legal, valid, binding, enforceable obligation of the Company, and is in full force and effect as being owned to the Company, and as to Seller's Actual Knowledge, is in full force and effect as to any third parties thereto;
(B) The consummation of the transactions contemplated by such Sellerthe Agreement will not affect the legal, free valid, binding, and clear enforceable nature of all Liens arising by, through the lease or under Sellers, other than Permitted Lienssublease.
(bC) The Sellers have Company is not received written in material breach or default of any lease or sublease, and to the Seller's Actual Knowledge, no third party to any such lease or sublease is in material breach or material default, and to the Seller's Actual Knowledge, no event has occurred which, with notice from any Governmental Entity that or lapse of time, would constitute a portion of the Real Propertymaterial breach or material default or permit termination, modification, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bacceleration thereunder;
(D) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (oreach sublease, to the Sellers’ ' Actual Knowledge, any threatened or proposed orderthe representations and warranties set forth in subsections (A) requiring through (C) above are true and correct with respect to the repair, removal or alteration of any improvement located on such Real Property.underlying lease; and
(cE) The structuresthe Company has not assigned, fixturestransferred, buildingsconveyed, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-ISmortgaged, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either deeded in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17trust, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) encumbered any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising byleasehold or subleasehold, through or under the Sellers, other than except Customarily Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
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) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyers correct and indicates 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 Sellers owning each parcel 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 PropertyEstate; (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. Each such the Seller is 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 has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal 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. (aTarget does not own any real property. Section 4(m) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property Disclosure Schedule lists and indicates the Seller describes briefly all real property leased or the Sellers owning each parcel subleased to Target. The Transferor has delivered to North American correct and complete copies of the Real Propertyleases and subleases listed in Section 4(m) of the Disclosure Schedule (as amended to date). Each such Seller is the owner of and has valid title With respect to each parcel lease and sublease listed in Section 4(m) of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.Disclosure Schedule:
(bA) The Sellers have the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(B) 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 the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(D) 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 the lease or sublease;
(F) Target has not received written a notice from the lessor indicating that the lease will not be renewed at the end of its current term for any Governmental Entity that a portion additional terms provided for in the lease;
(G) the term of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(blease will continue for a minimum of six months past the Closing Date;
(H) with respect to matters of Environmental Law or compliance of each sublease, the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued representations and warranties set forth in subsections (A) through (G) above are true and correct with respect to such Real Property the underlying lease;
(orI) Target has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(J) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) 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
(L) the Transferor is not aware of any pending or threatened foreclosure or other enforcement proceedings relating to the Sellers’ Knowledge, any threatened real property underlying the leases or proposed ordersubleases set forth in Section 4(m) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Disclosure Schedule 1.1-A describes each that could result in Target's loss of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms possession 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSreal property.
Appears in 3 contracts
Sources: Stock Exchange Agreement (Orius Corp), Stock Exchange Agreement (Orius Corp), Stock Exchange Agreement (Orius Corp)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto Neither the Site and each other parcel Company nor any of its Subsidiaries owns any real property. Each of the Real Property leases for real property to which the Company or any of its Subsidiaries is a party (the "Leases") and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated all amendments, modifications and/or extensions thereto are listed on Schedule 4.4(a) as being owned by such Seller3.12 hereto. Schedule 3.12 hereto also lists, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance each Lease, the name of the Real Property therewith18 tenant(s), landlord(s), whether the Lease is a lease or a sublease, the current expiration dates and remaining options to extend the Leases, and the minimum monthly rent and additional rent under the Leases. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with With respect to such Real Property the Leases, (ori) the Leases are 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 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 be performed or observed pursuant to the Sellers’ Knowledgeterms of the Leases; (iv) there are no defaults by the Company or any of its Subsidiaries, any threatened or proposed order) requiring as the repaircase may be, removal or alteration of any improvement located on such Real Property.
(c) The structuresagreement, fixtures, buildings, improvements and equipment (including the Facilities) covenant or condition on the Real Property are being transferred at part of the Closing AS-ISCompany or such Subsidiary, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending oras the case may be, to be performed or observed pursuant to the Sellers’ Knowledgeterms of the Leases which with the giving of notice or the lapse of time would give rise to the termination of any such Leases; (v) there are no actions or proceedings pending or to the best of the Company's knowledge, threatened against threatened, by any lessor under the Leases; (vi) the consummation of the Offer and the Merger will not constitute a prohibited transfer or assignment under any of the Real Property or any improvement thereon.
Leases; and (dvii) Schedule 1.1-A describes each to the knowledge of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17Company, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There there are no pending or, to the Knowledge of the Sellers, threatened claims that (x) material defaults by any of the Existing Easements are not validrespective lessors of any agreement, covenant or that condition on the Sellers’ use thereof is, part of the lessor to be performed or the transfer thereof observed pursuant 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSLeases.
Appears in 2 contracts
Sources: Merger Agreement (Wolters Kluwer Us Corp), Merger Agreement (Ovid Technologies Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel 2.15.1. Section 2.15.1 of the Real Property Disclosure Schedule contains a true and indicates the Seller or the Sellers owning correct list of (i) each parcel of real property owned (the "Owned Real Property. Each such Seller is ") by the owner of and has valid title to 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 indicated on Schedule 4.4(aLeases"), and (iii) as being owned by such Sellerall Liens relating to or affecting any parcel of Real Property, in each case identifying the owner, lessor and lessee thereof.
2.15.2. The Company has good and marketable title to its Owned Real Property, free and clear of all Liens arising by, through or under SellersLiens, other than Permitted Liensas specifically listed in Section 2.15.2 of the Disclosure Schedule.
(b) The Sellers have not received written notice from any Governmental Entity that 2.15.3. Subject to the terms of its leases, the Company has a portion 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, deeds of trust, deeds, leases, easements, restrictive covenants, certificates of occupancy, and similar documents, and all amendments thereto concerning the Owned Real Property, or any building or improvement located thereonand (ii) Real Property Leases and, currently violates any Law to the extent reasonably available, all other documents referred to in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in clause (i) of this Section 4.4(b) paragraph with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Leased Real Property.
(c) The structures2.15.5. Except as disclosed in Section 2.15.5 of the Disclosure Schedule, fixtures, buildings, the improvements and equipment (including the Facilities) 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 transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending orused and, to the Sellers’ Knowledgeknowledge of each of the Equityholders and of the Company, there are no condemnation or 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 claim, action or proceeding, actual or threatened, against the Company, the Real Property by any Person which would materially affect the future use, occupancy or value of the Real Property or any improvement thereonpart thereof.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
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 Sellers (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Sellers have delivered to the Buyers correct and indicates the Seller or the Sellers owning each parcel complete copies of the Leases. With respect to the Real PropertyEstate:
▇. Each such Seller is the owner of ▇▇▇▇▇ has good and has valid marketable title to each parcel all of the Owned Real Property indicated on Schedule 4.4(a) as being owned by such Seller, Estate free and clear of all Liens arising byliens, through charges, mortgages, security interests, easements, restrictions or under Sellersother 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, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion 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 PropertyEstate 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 building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance Lease;
v. none of the Owned Real Property therewith. Except for any applicable Permitted LienEstate and to the Sellers' Knowledge, no Real Property none of the properties subject to the Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect to such rights of first refusal;
vi. except for Permitted Real Property Estate Encumbrances, there are no (i) actual or, to the Sellers’ ' Knowledge, proposed special assessments with respect to any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding Estate; (ii) pending or, to the Sellers’ ' Knowledge, threatened against condemnation proceedings with respect to any of the Real Property Estate; (iii) structural or mechanical defects in any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within buildings or improvements located on the Assets. All such Easement Facilities are located either in Real Estate; (iiv) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no any pending or, to the Knowledge of the Sellers' Knowledge, threatened claims that (x) changed in any zoning laws or ordinances which may materially adversely affect any of the Existing Easements are Real Estate or Sellers' use thereof;
vii. the Sellers have not validassigned, transferred, conveyed, mortgaged, deeded in trust, or that encumbered any interest in the Leases or its rights thereunder;
viii. to the Sellers’ use thereof is' Knowledge, or all facilities on the transfer thereof to the Purchaser would beReal Estate have received all approvals of governmental authorities (including licenses, 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. Subject to Section 6.7, the Sellers shall convey all of their right, title permits and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.zoning
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 (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyer correct and indicates 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 Sellers owning each parcel 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 Property. Each such 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 in the Real Estate; (vi) 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 change in any zoning laws or ordinances which may 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 is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(ix) 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
(viii) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Real Estate Encumbrances;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a5.11(a) indicates by map attached thereto the Site hereto contains a true and each other parcel complete list and description of all of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that Schedule 5.11(b) hereto contains a portion true and complete list and description of all of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Affiliate Real Property.
(c) Schedule 5.11(c) hereto contains a true and 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 structuresReal Property includes all land, fixtureseasements, 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 equipment the Business as it is currently being conducted.
(including f) Except as set forth on Schedule 5.11(f), neither the Facilities) on the Real Property are being transferred at the Closing AS-ISSeller, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending orany Affiliate nor, to the Sellers’ Seller’s Knowledge, threatened against 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 improvement thereoninterest 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.
(dg) Except as set forth on Schedule 1.1-A describes each of 5.11(g), with respect to the Easement Facilities included within Real Property, to the Assets. All such Easement Facilities Seller’s Knowledge, there are located either in not (i) land owned by the Sellers any pending or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17threatened condemnation proceedings, or (ii) any pending or threatened Actions or (iii) any other matter materially and adversely affecting the Existing Easements value thereof other than those matters that are Permitted Liens or public rights-of-way pursuant are subject to Law or authorization the provisions of Section 7.7, 7.8 and/or 11.3.
(h) Each of the applicable Governmental EntitySeller, 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 the Real Property. There are no pending orExcept as set forth on Schedule 5.11(h), to the Knowledge Seller’s Knowledge, 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 Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Property.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Pantry Inc)
Real Property. (a) Schedule 4.4(a3.10(a) indicates sets forth a complete and accurate list of all real property owned in fee by map attached thereto Sellers or their respective affiliates and used primarily in the Site and each other parcel business of the Newspaper (the “Owned Real Property”);
(b) Schedule 3.10(b) sets forth a complete and accurate list of all leasehold interests used primarily in the business of the Newspaper (the “Leased Real Property”). The Leased Real Property and indicates the Seller or Owned Real Property are collectively referred to as the Sellers owning each parcel of the “Real Property. Each such Seller is the owner of ”;
(c) Sellers hold good and has valid marketable fee title to each parcel of the Owned Real Property indicated disclosed on Schedule 4.4(a) as being owned by such Seller3.10(a), free and clear of all Liens any Liens, easements, rights-of-way, licenses, use restrictions, claims, charges, options, rights of first offer, rights of first refusal or title 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 byin 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, through rights-of-way, encroachments, licenses, restrictions, conditions and other similar encumbrances incurred or under Sellerssuffered in the ordinary course of business and which do not materially interfere with the current use of the Owned Real Property or result in, other than Permitted Liens.or would not reasonably be expected to result in, a Material Adverse Effect;
(bd) The Sellers have not received written notice from any Governmental Entity that a portion valid and enforceable interest in each parcel of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Leased Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the disclosed in Schedule 3.10(b) as being leased by Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.; and
(ce) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation action or similar proceeding pending or, to the knowledge of Sellers’ Knowledge, threatened against in writing, by any governmental agency or authority for assessment or collection of the past-due taxes, impact fees or special assessments affecting any part of any Owned Real Property Property, and no condemnation or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no eminent domain proceeding is pending or, to the Knowledge knowledge of the Sellers, threatened claims that (x) in writing, against any part of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSOwned Real Property.
Appears in 2 contracts
Sources: Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (Champion Industries Inc)
Real Property. Section 2(h) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyer correct and indicates complete copies of the Leases. With respect to the Real Estate:
(i) the Seller or the Sellers owning each parcel will have as of Closing good title to all of the Owned Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, Estate free and clear of all Liens arising byliens, through charges, mortgages, security interests, easements, restrictions or under Sellersother 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, other than occupancy or value or the marketability of title of the property and which are disclosed in Section 2(h) of the Disclosure Schedule (collectively, the "Permitted Liens.Real Estate Encumbrances");
(bii) The Sellers have not received written 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 from 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 Governmental Entity that a portion Lease;
(v) none of the Owned Real PropertyEstate and to the Seller's Knowledge, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance none of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property properties subject to the Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration rights of any improvement located on such Real Property.first refusal;
(cvi) The structures, fixtures, buildings, all buildings and improvements and equipment (including the Facilities) on the Real Property Estate are being transferred at sold in "as is" condition without warranty of their condition or habitability;
(vii) the Closing AS-ISSeller has not assigned, WHERE-IStransferred, WITH ALL FAULTS. There is no condemnationconveyed, expropriation mortgaged, deeded in trust, or similar proceeding pending or, encumbered any interest in the Leases or its rights thereunder; and
(viii) to the Sellers’ Seller's Knowledge, threatened against any of all facilities on the Real Property or any improvement thereon.
Estate have received all approvals of governmental authorities (dincluding licenses, permits and zoning approvals) Schedule 1.1-A describes each of required in connection with the Easement Facilities included within the Assets. All such Easement Facilities are located either operation thereof and have been operated and maintained in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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 accordance with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7laws, the Sellers shall convey all of their rightrules, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSregulations.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(h) of the Disclosure Schedule lists and describes briefly all real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyer correct and indicates complete copies of the Seller Leases. With respect to the Real Estate:
(i) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(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;
(iii) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(iv) To the Sellers owning each parcel Seller's Knowledge, none of the properties is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(v) 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 Property. Each such 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 in the Real Estate; (v) 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 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 is 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
(x) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Real Estate Encumbrances;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (i) Neither the Company nor any Subsidiary owns any real property or interests in real property.
(ii) (S) 4(l)(ii) of the Disclosure Schedule lists and describes briefly all real property (a) Schedule 4.4(a) indicates by map attached thereto leased or subleased to the Site Company and each other parcel Subsidiary including without limitation, each of the Real Property leases or subleases covering the Company's office at ▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and indicates covering the Seller or the Sellers owning premises of each parcel of the Real Property. Each such Seller is Stores (collectively, the owner of "Store Leases"), and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) leased or subleased by the Company and any Subsidiary to third parties, including the Company's and each Subsidiary's franchisees and area developers. The Sellers have not received written notice from any Governmental Entity that a portion delivered to the Buyer correct and complete copies of the Real Property, or any building or improvement located thereon, currently violates any Law leases and the subleases listed in any material respect, including those Laws relating (S) 4(l)(ii) of the Disclosure Schedule (as amended to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with date). With respect to matters of Environmental Law or compliance each lease and sublease listed in (S) 4(l)(ii) of the Real Property therewith. Except for any applicable Permitted LienDisclosure Schedule:
(A) to the Knowledge of the Principal Sellers, no Real Property the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(B) subject to any written governmental decree or order specifically issued with respect to such Real Property the receipt of consents set forth in (or, to the Sellers’ Knowledge, any threatened or proposed orderS) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c4(l)(ii) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending orDisclosure Schedule, to the Knowledge of the Principal Sellers, threatened claims that (x) any 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 Existing Easements are transactions contemplated hereby, which transactions will not validviolate the terms thereof;
(C) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or that acceleration thereunder;
(D) no party to the Sellers’ use thereof islease or sublease has repudiated any provision thereof;
(E) there are no disputes, oral agreements, or the transfer thereof forbearance programs in effect as to the Purchaser would belease or sublease;
(F) with respect to each sublease, the representations and warranties set forth in violation subsections (A) through (E) above are true and correct with respect to the underlying lease;
(G) neither the Company nor any Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;
(H) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise operation thereof and have been operated and maintained in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect accordance with applicable Law laws, rules and regulations; and
(I) All facilities leased or authorization subleased thereunder are supplied with utilities and other services necessary for the operation of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsaid facilities.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Fields MRS Original Cookies Inc), Stock Purchase Agreement (Pretzel Time Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and A list of each other 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 collection of loans and being held by the Bank for disposition as required by law) is set forth in Schedule 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 indicates the Seller or Leased Real Property are herein referred to as the Sellers owning each parcel of the “Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.”
(b) The Sellers have not received written notice from There is no pending action involving the Bank as to the title of or the right to use any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structuresExcept as set forth in the Title Commitments to be delivered to Buyer in accordance with Section 12.4, fixturesthe Bank has good and marketable fee simple title to all Owned Real Property, buildingsfree and clear of all mortgages, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-ISpledges, WHERE-ISliens, WITH ALL FAULTS. There is no condemnationconditional sales agreements or other encumbrances of any kind or nature except for taxes, expropriation assessments or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereonother governmental charges not yet delinquent.
(d) Except as disclosed on Schedule 1.1-A describes each 4.19(d), the Bank does not have any interest in any real property 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 Easement Facilities included within buildings, structures or improvements located on the Assets. All such Easement Facilities Owned Real Property are located either in (i) land owned 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 Sellers Seller’s Knowledge, there is no zoning ordinance, building code, use or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, occupancy restriction or (ii) the Existing Easements condemnation action or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no 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 Knowledge use of the Sellers, threatened claims that (x) any of the Existing Easements 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, petroleum and petroleum products, metals, liquids, semi-solids or solids, that are not validregulated under any federal, state or that the Sellers’ use thereof islocal statute, ordinance, rule, regulation or the transfer thereof other law pertaining to the Purchaser would beenvironmental protection, contamination, quality, waste management or cleanup. To Seller’s Knowledge, there are no underground storage tanks located on, 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSany Owned Real Property.
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 3.15 of the Disclosure Schedule sets forth a complete list of all real property in which the Company currently has a leasehold or subleasehold interest or other right to use or occupy (the “Leased Real Property”), including a true and correct listing of the addresses thereof and a description of each Contract relating to Leased Real Property (each a “Lease” and collectively, the “Leases”). With respect to each Lease, (a) Schedule 4.4(a) indicates by map attached thereto the Site Company has a valid and enforceable leasehold or subleasehold interest in each other parcel of the Leased Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, any material Encumbrances other than Permitted Liens.
Encumbrances, (b) such Lease is legal, valid, binding and enforceable against the Company and in full force and 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 (and any renewal option related thereto) relating thereto, (c) the Company is not in material breach or default under any of said Leases, and, to the Knowledge of Sellers, no event has occurred which, with notice or lapse of time or both (including the consummation of the Transactions), would constitute such breach or default or permit termination, modification 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 Sellers 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 held for use in the Business. The Company is not received written notice from obligated under any Governmental Entity that a 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 PropertyProperty and there are no oral or written agreements between the Company and any other Person providing such Person the right to use, occupy or possess all or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 portion of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Leased Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental EntityProperty. There are no eminent domain proceedings, special assessments, administrative actions, or other taking by any Governmental Authority of any kind pending or, to the Knowledge of the Sellers, threatened claims that (x) any of against the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement whole or any Lien affecting the land covered by the Existing Easementmaterial part of any Leased Real Property, 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear Knowledge of all Liens arising by, through or under the Sellers, no condemnation, taking, Applicable Law (including but not limited to zoning changes) or other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSmatter which may materially and adversely affect the current or planned use of the Leased Real Property is threatened or contemplated.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (ARC Group Worldwide, Inc.), Membership Interest Purchase Agreement
Real Property. (a) Schedule 4.4(a4.6 contains a true, correct and complete 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) indicates by map attached thereto the Site and each other parcel of the No lease with respect to any leased Parent Real Property and indicates no deed with respect to any owned Parent Real Property contains any restrictive covenant that materially restricts the Seller current or the Sellers owning each parcel anticipated use, transferability or value of the such Parent Real Property. Each such Seller lease is the owner of a legal, valid and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) binding obligation enforceable in accordance with its terms (except as being owned may be limited by such Sellerbankruptcy, free and clear of all Liens arising byinsolvency, through or under Sellersmoratorium, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation reorganization or similar proceeding pending orlaws affecting the rights of creditors generally and the availability of equitable remedies), to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either and is in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There full force and effect; there are no pending existing material defaults by Parent or, to the Knowledge of Parent, the Sellersother party thereunder, threatened claims 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.
(xc) any To the Knowledge of Parent, none of the Existing Easements are not validbuildings and structures located on any Parent Real Property, nor any appurtenances thereto or that equipment therein, nor the Sellers’ use thereof is, operation 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 maintenance thereof, or (y) use of such public rights-of-way is not in compliance violates in any material respect with applicable Law manner any restrictive covenants or authorization 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. No condemnation proceeding is pending or, to Parent’s Knowledge, threatened that would preclude or materially impair the use of any Parent Real Property in the manner in which it is currently being used.
(d) 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 no liens, mortgages, security interests, encumbrances or charges of any kind except (i) as noted in the Parent Interim Financial Statements, (ii) statutory liens not yet delinquent, (iii) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held, and (iv) all matters of record, including, 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 title opinions issued to Parent, and (iv) those assets and properties disposed of for fair market value in the ordinary course of business since the date of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSParent Interim Financial Statements.
Appears in 2 contracts
Sources: Merger Agreement (Green Bancorp, Inc.), Merger Agreement (Green Bancorp, Inc.)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel 5.25 sets forth a list, as of the Real Property Agreement Date, of Parent’s and indicates the Seller Buyer’s owned real property and leased real property. Parent or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of Buyer, as applicable, has good and has valid title to each parcel all of its owned real property as of the Real Property indicated Agreement Date and valid title to the leasehold estate (as lessee or sublessee) in all of its leased real property set forth on Schedule 4.4(a) as being owned by such Seller5.25, in each case free and clear of all Liens, except for Permitted Liens arising byand except for:
(i) Liens that secure Debt that is reflected on the consolidated balance sheet of Parent and its subsidiaries included in Parent’s annual report on Form 10-K for the fiscal year ended December 31, through 2014;
(ii) zoning, building and other generally applicable land use restrictions; and
(iii) Liens that have been placed by a third party on the fee title of real property constituting Parent’s leased real property or under Sellersreal property over which Parent has easement rights, other than Permitted Liensand subordination or similar agreements relating thereto.
(b) The Sellers have not received written notice from any Governmental Entity that All leases and subleases for Parent’s or Buyer’s leased real property under which Parent or Buyer is a portion of the Real Propertylessee or sublessee are in full force and effect and are enforceable, or any building or improvement located thereonin all material respects, currently violates any Law in any material respectaccordance with their respective terms, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to the Bankruptcy and Equity Exception, and no written notices of material default under any written governmental decree such lease or order specifically issued with respect to such Real Property (orsublease have been sent or received by Parent, to Buyer or their respective Affiliates during the Sellers’ Knowledgeperiod from January 1, any threatened or proposed order) requiring 2012 through the repair, removal or alteration of any improvement located on such Real PropertyAgreement Date.
(c) The structuresNone of Parent, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation Buyer or similar proceeding pending or, their respective Affiliates has received any written notice from any Government Authority asserting any violation or alleged violation of applicable Laws with respect to the Sellers’ Knowledge, threatened against any of Parent’s of Buyer’s owned or leased properties that remains uncured as of the Real Property or any improvement thereonAgreement Date and that would reasonably be expected to have a Buyer Material Adverse Effect.
(d) Schedule 1.1-A describes each None of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers Parent, Buyer or their respective Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17has received written notice of (x) any condemnation, eminent domain or (ii) the Existing Easements similar proceeding affecting any portion of any of such buildings or public rights-of-way pursuant to Law premises or authorization of the applicable Governmental Entity. There are no pending orany access thereto, and to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements Parent no such proceedings are not valid, or 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, contemplated or (y) use any special assessment or pending improvement liens to be made by any Government Authority which could materially and adversely affect any of such public rights-of-way is not buildings or premises.
(e) Notwithstanding anything in compliance in any material respect with applicable Law or authorization of this Agreement to the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7contrary, the Sellers shall convey all of their right, title representations and interest warranties made by Parent and Buyer in this Section 5.25 are the sole and exclusive representations and warranties made regarding Parent’s or Buyer’s owned or leased properties or any other real property matters pertaining to the Existing Easements free and clear of all Liens arising by, through Parent or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSBuyer.
Appears in 2 contracts
Sources: Stock Purchase Agreement (General Electric Co), Stock Purchase Agreement (Neogenomics Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Sellers (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Sellers have delivered to the Buyers correct and indicates complete copies of the Seller or Leases. With respect to the Real Estate:
(i) the Sellers owning each parcel have good and marketable title to all of the Owned Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, Estate free and clear of all Liens arising byliens, through charges, mortgages, security interests, easements, restrictions or under Sellersother 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, other than 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 LiensReal 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.
(bii) The Sellers have not received written 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 from 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 Governmental Entity that a portion Lease;
(v) none of the Owned Real PropertyEstate and to the Sellers' Knowledge, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance none of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is properties subject to the Leases are subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect to such rights of first refusal;
(vi) except for Permitted Real Property Estate Encumbrances, there are no (A) actual or, to the Sellers’ ' Knowledge, proposed special assessments with respect to any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding Estate; (B) pending or, to the Sellers’ ' Knowledge, threatened against condemnation proceedings with respect to any of the Real Property or any improvement thereon.
Estate; (dC) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge 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 in the Real Estate; (F) 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 Sellers' Knowledge, threatened claims that changed in any zoning laws or ordinances which may affect any of the Real Estate or Sellers' 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 Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(ix) to the 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
(x) any all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsaid facilities.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(aSection 3.12(a) indicates by map attached thereto the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning 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 Canadian properties, other than the undeveloped parcels of land for which no street addresses are available (the “Owned Real Property”). Each such Seller is the owner of and has valid title to each parcel The ▇▇▇▇▇▇ Entities own all of the Owned Real Property indicated on Schedule 4.4(a) as being owned by such Sellerwith good and valid title, free and clear of all Liens arising by, through or under SellersEncumbrances, other than Permitted LiensEncumbrances.
(b) The Sellers Section 3.12(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 (the “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 applicable landlord, each ▇▇▇▇▇▇ Entity has a valid, binding and, to Seller’s Knowledge, enforceable leasehold interest in the Leased Real Property of which such ▇▇▇▇▇▇ Entity is the lessee, sublessee or licensee, free and clear of all Encumbrances, except Permitted Encumbrances, and none of the ▇▇▇▇▇▇ Entities have not received written notice from that they are in breach of or default under any such lease, sublease or license, and, to Seller’s Knowledge, no event has occurred which, with notice, lapse of time or both, would constitute a material breach or default by any ▇▇▇▇▇▇ Entity or permit termination, modification or acceleration by any Person thereunder.
(c) 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 outstanding purchase options, rights of first offer or rights of first refusal granted to any Person to purchase or lease such Owned Real Property, Leased Real Property or any portion thereof or interest therein.
(d) 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 Entity that a Authority has been received with respect to the whole or any material portion of the Owned Real PropertyProperty 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 building material portion of the Owned Real Property or improvement located thereonthe Leased Real Property is threatened or contemplated.
(e) To the Seller’s Knowledge, currently violates any Law the Owned Real Property and Leased Real Property are in any material respectcompliance with all applicable building, including those Laws relating to zoning, building, land usesubdivision, health and safety, fireother land use and all other related Laws, airexcept where the failure or omission to so comply would not, sanitation and noise control; providedindividually or in the aggregate, howeverbe material to the ▇▇▇▇▇▇ Entities, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lientaken as a whole, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (orand, to the Sellers’ Seller’s Knowledge, any threatened or proposed order) requiring the repair, removal or alteration current use and occupancy of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Owned Real Property are being transferred at and the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Leased Real Property or do not materially violate any improvement thereonsuch Laws.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Dow Chemical Co /De/), Stock Purchase Agreement (Rohm & Haas Co)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto Sellers own good and indefeasible fee simple and/or good and valid leasehold title, as the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of case may be, to the Real Property, subject to the Permitted Encumbrances. Each such Seller is the owner of and has valid title to each parcel of the The Real Property indicated on Schedule 4.4(a) as being owned by such Seller, will be conveyed to Buyers free and clear of any and all Liens arising byexcept (i) any lien for taxes not yet due and payable, through (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 under individually, materially interfere with the operations of the Hospital in a manner consistent with the current use by Sellers, (iv) zoning regulations and other than Permitted Liens.
governmental laws, rules, regulations, codes, orders and directives affecting the Real Property, (bv) The Sellers have not received written notice from any Governmental Entity unrecorded easements, discrepancies, boundary line disputes, overlaps, encroachments and other matters that a portion would be revealed by an accurate survey or inspection of the Real 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 building encumbrances or improvement located thereondefects that do not materially interfere with the operations of the Hospital and other Facilities in a manner consistent with the current use by Sellers, currently violates (vii) any Law in any material respectLiens arising under the Contracts assumed by B▇▇▇▇▇, including those Laws relating to zoning(viii) the matters described on Schedule 3.10, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b(ix) with respect to matters of Environmental Law or compliance of the Leased Real Property, any encumbrances which encumber the fee interest in such property (collectively, the “Permitted Encumbrances”). With respect to the Real Property therewith. Property:
(a) Except for 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 Permitted Lienordinance or other law, no Real Property is subject to any written governmental decree order or order specifically issued regulation with respect to such the Owned Real Property Property, which violation has not been corrected;
(orb) Except as set forth in Schedule 3.10(b), to the knowledge of Sellers’ Knowledge, any threatened the Owned Real Property and its operation are in material compliance with all applicable zoning ordinances or proposed order) requiring the repair, removal is considered legally non-conforming or alteration of any improvement located on such Real Property.“grandfathered” thereunder;
(c) The structuresExcept for the Permitted Encumbrances, fixtures, buildings, improvements and equipment (including the Facilities) on there are no tenants or other Persons or entities occupying any space in the Real Property are being transferred at the Closing AS-ISProperty, WHERE-ISother than pursuant to tenant leases described in Schedule 3.10(c), WITH ALL FAULTS. There 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 no condemnationowed by Sellers to any tenant pursuant to such tenant leases, expropriation or similar proceeding pending ornor is any landlord improvement work required to be completed by Sellers pursuant to such tenant leases, to the Sellers’ Knowledgein each case, threatened against any of the Real Property or any improvement thereon.except as disclosed in Schedule 3.10(c);
(d) Attached to Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in 3.10(d) is a “rent roll” which sets forth for those leases where a Seller is landlord (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or names of then current tenants; (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization rental payments for the then current month under each of the applicable Governmental Entity. There are 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 pending orSeller has received during the past five (5) years any written notice from any Government Entity of any (i) existing, proposed or contemplated plans to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the Knowledge taking of any material portion of the SellersOwned Real Property or that would materially and 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 claims that (x) special, general or other assessments against or affecting any of the Existing Easements are Owned Real Property (other than municipal or county-wide assessments in the ordinary course) which have not validheretofore been assessed;
(f) Except as set forth on Schedule 3.10(f), or that the 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 thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms 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 such Existing Easement all written and oral leases, subleases, licenses or other rental agreements that grant or will grant to any Lien affecting the land covered by the Existing EasementSeller as lessee, sublessee 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and licensee thereunder a possessory interest in and to any space in the Existing Easements free Leased Real Property necessary for the operation of the Facilities as currently conducted, including any ground leases and clear any leases for parking (collectively, the “Operating Leases”). Sellers have delivered or otherwise made available to Buyers materially complete, correct and current copies of all Liens arising byOperating Leases. Except as set forth on Schedule 3.10(g), through 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 under the assigned by Sellers, except as set forth on Schedule 3.10(g), are legally valid, binding and enforceable against the applicable Seller and, to Sellers’ knowledge, all other than Permitted Liensparties thereto in accordance with their respective terms and are in full force and effect. Except as set forth on Schedule 3.10(g), 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 with the giving of notice or passage of time, or both, would constitute a material default under any of the Operating Leases;
(h) Except as set forth on Schedule 3.10(h), no Seller is a party to or subject to any Tax abatement or payment-in-lieu of taxes agreement relating to the Owned Real Property nor are there any outstanding waivers or agreements extending the statute of limitations for any period with respect to any Tax to which the Owned Real Property may be subject following the Closing; and
(i) The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Property comprises all of the real property owned or leased or otherwise used or occupied by Sellers that is associated with or employed in the operation of the Facilities.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Community Health Systems Inc), Asset Purchase Agreement (Community Health Systems Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto Neither the Site and each Borrower nor any other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted LiensBorrower Party owns any fee interest in any real property.
(b) The Sellers have not received written notice from 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 Governmental Entity that of its Subsidiaries is a portion 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 Real Propertylessors, lessees, sublessors, sublessees, licensors or licensees, the term thereof (referencing applicable extension or renewal periods), the rent payment terms and the current use. At the Lender’s request, the Borrower shall deliver to the Lender true, 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 leasehold interests in real property leased or otherwise held for use by the Borrower and its Subsidiaries. With respect to each such lease, sublease and license, except as set forth on Schedule 3.25:
(i) such lease, sublease and license is legal, valid, binding and enforceable against the parties thereto and is in full force and effect;
(ii) no party thereto is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or any building acceleration thereunder;
(iii) there are no disputes, oral agreements or improvement located thereon, currently violates any Law forbearance programs in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject effect as to any written governmental decree such lease, sublease or order specifically issued with respect to such Real Property license; and
(oriv) neither the Borrower nor any of its Subsidiaries has assigned, to the Sellers’ Knowledgetransferred, conveyed, mortgaged, deeded in trust or encumbered any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Propertyinterest therein.
(c) The structuresNo Consent of any party to any lease, fixturessublease or license is required in connection with the execution, buildingsdelivery or performance of this Agreement, improvements and equipment the Term Notes (including the Facilitiesauthorization and issuance thereof) on or the Real Property are being transferred at other Loan Document, including the Closing AS-ISamendment, WHERE-ISrestatement and/or reaffirmation, WITH ALL FAULTS. There is no condemnationas applicable, expropriation or similar proceeding pending orthereof, to and the Sellers’ Knowledge, threatened against exercise of any remedies under any of the Real Property Collateral Documents, and no such event shall be prohibited by, or shall constitute a default under, any improvement thereonsuch lease, sublease or license.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are parking lots located either in (i) land owned on any real property leased by the Sellers Borrower or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements its Subsidiaries are not valid, or 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. Subject to Section 6.7Applicable Law, the Sellers shall convey all of their rightincluding zoning requirements, title and interest in are adequate for its employees and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSbusiness 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 all real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyers correct and indicates 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, 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 easements which do not impair the current use, occupancy or value or the Sellers owning each parcel 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, to the Seller's Knowledge, will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) 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) 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 Property. Each such 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 in the Real Estate; (vi) 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 changes in any zoning laws or ordinances which may 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 is 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, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal 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 (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyer correct and indicates 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 Sellers owning each parcel 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 Property. Each such 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 in the Real Estate; (vi) 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 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 is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(ix) 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
(viii) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.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 Sellers (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Sellers have delivered to the Buyers correct and indicates complete copies of the Seller or Leases. With respect to the Real Estate:
i. the Sellers owning each parcel have good and marketable title to all of the Owned Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, Estate free and clear of all Liens arising byliens, through charges, mortgages, security interests, easements, restrictions or under Sellersother 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, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion 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 PropertyEstate 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 building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance Lease;
v. none of the Owned Real Property therewith. Except for any applicable Permitted LienEstate and to the Sellers' Knowledge, no Real Property none of the properties subject to the Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect to such rights of first refusal;
vi. except for Permitted Real Property Estate Encumbrances, there are no (i) actual or, to the Sellers’ ' Knowledge, proposed special assessments with respect to any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding Estate; (ii) pending or, to the Sellers’ ' Knowledge, threatened against condemnation proceedings with respect to any of the Real Property Estate; (iii) structural or mechanical defects in any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within buildings or improvements located on the Assets. All such Easement Facilities are located either in Real Estate; (iiv) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no any pending or, to the Knowledge of the Sellers' Knowledge, threatened claims that (x) changed in any zoning laws or ordinances which may materially adversely affect any of the Existing Easements are Real Estate or Sellers' use thereof;
vii. the Sellers have not validassigned, transferred, conveyed, mortgaged, deeded in trust, or that encumbered any interest in the Leases or its rights thereunder;
viii. to the Sellers’ use ' 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 isand have been operated and maintained in accordance with applicable laws, or the transfer thereof rules, and regulations; and
ix. 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. Subject to Section 6.7Sellers' Knowledge, the Sellers shall convey all owner of their right, each leased facility has good and marketable title and interest in and to the Existing Easements underlying parcel of real property, free and clear of all Liens arising byany Security Interest, through easement, covenant, or under other restriction, except for Permitted Real Estate Encumbrances and Sellers' leasehold interest in each Lease has priority over any other interest except for the Sellers, other than fee interest therein and Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a4.20(a) indicates by map attached thereto contains a legal description, street address and tax parcel identification number for the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Owned Real Property. Each such Seller is the owner of and has valid Sellers agree that title to each parcel of the Owned Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free shall not be altered between the date of this Agreement and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.Closing;
(b) The Schedule 4.20(b) contains a list of the addresses of all of the Leased Real Property and each Tenant Lease. At the Closing, Sellers will assign to Buyers all of its interest in the Leased Real Property as well as all of the interest of Sellers in the Tenant Leases;
(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 Entity that a portion of Authority of, and Sellers have no knowledge of: (i) any pending or threatened condemnation Proceedings affecting the Real Property, or any building part thereof; or improvement located thereon, currently violates (ii) any Law in violations of any material respect, Laws (including those Laws relating to zoning, building, zoning and land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(buse ordinances) with respect to matters of Environmental Law the Real Property, or compliance of any part thereof, which have not heretofore been cured;
(e) Except as set forth on Schedule 4.20(e), there will be no incomplete construction projects affecting the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to as of the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.Closing Date; and
(cf) The structuresSellers are not, fixturesnor will become, buildings, improvements and equipment a person or entity with whom U.S. persons are restricted from doing business under regulations of the Office of Foreign Asset Contract (OFAC) of the Department of Treasury (including the Facilitiesthose named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive Order (including Executive Order November 13224 on the Real Property are being transferred at the Closing AS-ISTerrorism Financing, WHERE-ISeffective September 24, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is2001), or the transfer thereof United and Strengthening America by Providing Tools Required to the Purchaser would beIntercept and Obstruct Terrorism Act of 2001, in violation of the terms of such Existing Easement H.R. 3162, Public Law 107-56, or any Lien affecting other governmental action. At the land covered by the Existing EasementClosing, or Sellers shall execute and deliver to Buyers an affidavit certifying that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way it is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject a “blocked person” under Executive Order 13224, which form shall be mutually acceptable to Section 6.7, the Sellers shall convey all of their right, title Buyers and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Healthsouth Corp), Asset Purchase Agreement (LifeCare Holdings, Inc.)
Real Property. The Company does not own any real property. The real property described on Schedule 2.14 (atogether with all improvements and fixtures thereon and all easements, rights of way and other appurtenances thereto, the "Real Property") Schedule 4.4(a) indicates constitutes all real property leased by map attached thereto the Site Company. The Company has delivered to Purchaser true and each other parcel correct copies of all certificates of occupancy and building permits in the possession of the Real Property and indicates Company for the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement improvements located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-ISdescribed on Schedule 2.14. Except as set forth on Schedule 2.14, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, with respect to the Sellers’ Knowledge, threatened against any of leased premises constituting the Real Property or any improvement thereon.Property:
(da) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There there are no pending or, to the Knowledge knowledge of the SellersCompany, threatened claims that condemnation or expropriation proceedings, lawsuits or administrative actions relating to the premises or other legal matters affecting adversely the current use, occupancy or value thereof;
(xb) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties (other than the Company) the right of use or occupancy of any portion of the premises or any other interest therein;
(c) there are no parties in possession of the premises, other than tenants under any leases or subleases disclosed on Schedule 2.14, who are in possession of space to which they are entitled;
(d) there are no material improvements necessary to use the premises for their intended purpose; and
(e) neither the execution and delivery of the Transaction Documents nor the issuance of the Convertible Preferred Stock, the Purchaser Warrants, the Conversion Shares or Exercise Shares, nor the consummation or performance of any of the Existing Easements are not validContemplated Transactions, has constituted or that 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 any of the Sellers’ use thereof isleases, subleases, licenses, concessions or the transfer thereof other agreements, written or oral, relating 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Property.
Appears in 2 contracts
Sources: Restructuring Agreement (Aquis Communications Group Inc), Restructuring Agreement (Finova Capital Corp)
Real Property. (ai) Schedule 4.4(a) indicates Except in any such case as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, with respect to the real property owned by map attached thereto the Site and each other parcel of Company or its Subsidiaries (the Real Property and indicates the Seller or the Sellers owning each parcel of the “Owned Real Property. Each such Seller is ”), (A) the owner Company or one of its Subsidiaries, as applicable, has good and has valid marketable title to each parcel of the Owned Real Property indicated on Schedule 4.4(a) as being owned by such SellerProperty, free and clear of all Liens arising byany Encumbrance, through and (B) there are no outstanding options or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion rights of first refusal to purchase the Owned Real Property, or any building portion thereof or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Propertyinterest therein.
(cii) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, With respect to the Sellers’ Knowledgereal property leased or subleased to the Company or its Subsidiaries (the “Leased Real Property”), threatened against (A) the lease or sublease for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, and (B) no third party has repudiated or has the right to terminate or repudiate such lease or sublease (except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease or sublease) or any provision thereof, except in each case, for such invalidity, failures to be binding, unenforceability, ineffectiveness, breaches, defaults, terminations, modifications, accelerations, repudiations and rights to terminate or repudiate that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(iii) For purposes of this Section 5.1(k) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset except for (A) specified encumbrances described in Section 5.1(k)(iii) of the Company Disclosure Letter; (B) encumbrances for current Taxes or other governmental charges not yet due and payable; (C) mechanics’, 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 Company, or the validity or amount of which is being contested in good faith by appropriate proceedings; and (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 Property or any improvement thereon.
(d) Schedule 1.1-A describes each Leased Real Property to which they relate or the conduct of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization business of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title Company and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSits Subsidiaries as presently conducted.
Appears in 2 contracts
Sources: Merger Agreement (SBC Communications Inc), Merger Agreement (At&t 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 (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyers correct and indicates 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 Sellers owning each parcel 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 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 PropertyEstate; (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 changes in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
vii. Each such the Seller is 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 has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Schedule 4.7 lists and describes briefly all real property leased or subleased to any PEARL Group Member. The PEARL Parties and the PEARL Group Members have delivered to the Purchaser correct and complete copies of the leases and subleases listed in Schedule 4.7, each as amended to date. With respect to each lease and sublease listed in Schedule 4.7, and any amendment thereto:
(a) Schedule 4.4(a) indicates by map attached thereto the Site lease or sublease, and each other parcel of the Real Property any amendment thereto, is legal, valid, binding, enforceable, and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of in full force and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.effect;
(b) The Sellers have not received written notice from any Governmental Entity that a portion 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 Real Propertytransactions 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 the lease or sublease is in material Breach or default, and no event has occurred which, with notice or lapse of time, would constitute a materialBreach or default or permit termination, modification, or acceleration thereunder;
(d) no party to the lease or sublease has repudiated any building provision thereof;
(e) there are no material disputes, oral agreements, or improvement located thereon, currently violates any Law forbearance programs in any material respect, including those Laws relating effect as to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bthe lease or sublease;
(f) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lieneach sublease, no Real Property is subject PEARL Party or PEARL Group Member has taken any action that would cause the representations and warranties set forth in this Agreement to any written governmental decree be untrue or order specifically issued incorrect with respect to such Real Property the underlying lease;
(org) No PEARL Group Member has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(h) to the best of PEARL Parties' Knowledge, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration extent approval of any improvement located on Governmental Body has been required in connection with any PEARL Group Member's operation of a property it leases or subleases, such Real Property.PEARL Group Member has received all required approvals and has operated and maintained, and conducted its operations on, the leased or subleased properties in accordance with applicable laws, rules, and regulations; and
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization operation of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsaid facilities.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Epic Energy Resources, Inc.), Stock Purchase Agreement (Epic Energy Resources, Inc.)
Real Property. (aThe 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) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property Sellers' Disclosure Letter lists and indicates describes briefly all real property leased or subleased to the Seller or Association. The Sellers have delivered to the Sellers owning each parcel Purchaser correct and complete copies of the Real Propertyleases and subleases listed in Paragraph 4(k) of the Sellers' Disclosure Letter (as amended to date). Each With respect to each lease and sublease listed in Paragraph 4(k) of the Sellers' Disclosure Letter, except as otherwise set forth in such Seller Paragraph 4(k) of the Sellers' Disclosure Letter:
(i) the lease or 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 the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default 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 the lease or sublease;
(vi) with respect to each sublease, the representations and warranties set forth in subsections (i) through (v) above are true and correct with respect to the underlying lease;
(vii) the Association has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(viii) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) 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
(x) to the best of Sellers' Knowledge, the owner of the facility leased or subleased has good and has valid marketable title to each the parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 except for installments of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are special easements not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.yet
Appears in 2 contracts
Sources: Stock Purchase Agreement (Response Oncology Inc), Stock Purchase Agreement (Seafield Capital Corp)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel Set forth on SCHEDULE 4.28 is a list of the Real Property and indicates the Seller or the Sellers owning addresses of each parcel of real property owned by or leased to Borrower, as indicated on the Real PropertySchedule.
(b) Borrower has delivered to the Lender true and correct copies of all of its leases or subleases and all related amendments, supplements and modifications and related documents (the "Scheduled Lease Documents"), which require payments or contingent payments by Borrower subsequent to the date hereof in excess of Twenty-Five Thousand Dollars ($25,000). Each 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 Seller 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 owner present and continued use thereof in the usual and normal conduct of Borrower's business.
(c) On the Loan Date, Borrower will hold of record good, marketable and has valid insurable title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, property described in SCHEDULE 4.28 free and clear of all Liens title defects, liens, pledges, claims, charges, rights of first refusal, security 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, except with respect to all such properties, (i) matters set forth in SCHEDULE 4.28, and (ii) liens for current taxes and assessments not in default (collectively, the "Permitted Encumbrances"). Notwithstanding the foregoing, Borrower's representations and warranties regarding title defects with respect to the real property is limited to defects arising by, through or under SellersBorrower, other than Permitted Liens.
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 (b) The Sellers have 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 written any notice from of any Governmental Entity 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 a portion would result in the taking of all or any part of the Real Property, real property or that would materially adversely affect the current or planned use of the real property or any building part thereof. The facilities consisting of owned personal property are subject to no liens or improvement located thereonencumbrances except the security interests of record set forth on SCHEDULE 4.28, currently violates any Law which Schedule is a copy of a Uniform Commercial Code ("UCC") search duly obtained by Borrower in any material respect, including those Laws the last thirty (30) days and which search shows security interests of record relating to zoningsuch facilities in the State of California. Borrower agrees to remove all security interests reflected on such UCC search, buildingif any, land use, health prior to the Agreement Date (except those approved by the Lender in writing) 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 compliance of the Real Property therewith. Except for remove any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued other security interests filed with respect to such Real Property (or, to facilities between the Sellers’ Knowledge, any threatened or proposed order) requiring date of such UCC search and the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any date of the Real Property or any improvement thereonAgreement Date.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 2 contracts
Sources: Convertible Loan Agreement (Caminosoft Corp), Convertible Loan Agreement (Caminosoft Corp)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Sellers (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Sellers has delivered to the Buyers correct and indicates complete copies of the Seller or Leases. With respect to the Real Estate, except as set forth in Section 2(i) of the Disclosure Schedule:
i. the Sellers owning each parcel has good and marketable title to all of the Owned Real Property. Each such Seller is Estate which, at Closing, with the owner of and has valid title to each parcel exception of the Real Property indicated on Schedule 4.4(aStations' studios and the KLXX (AM) as being owned transmitter site to be retained by such Seller, will be delivered to Buyers free and clear of all Liens arising byliens, through charges, mortgages, security interests, easements, restrictions or under Sellersother 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, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion occupancy or value or the marketability of title of the property and which is disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real PropertyEstate Encumbrances");
ii. to Seller's Knowledge, the Leases 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 is no Material disputes or oral agreements, or any building or improvement located thereon, currently violates forbearance programs in effect as to any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance Lease;
v. none of the Owned Real Property therewith. Except for any applicable Permitted LienEstate and to the Seller's Knowledge, no Real Property none of the properties subject to the Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued rights of first refusal;
vi. except for Permitted Real Estate Encumbrances, to Seller's Knowledge, there is no (i) actual or proposed special assessments with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or Estate; (ii) the Existing Easements pending or public rights-of-way pursuant threatened condemnation proceedings with respect to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate that would prevent their continued use in the manner in which they is presently used; or (iv) any pending or threatened change in any zoning laws or ordinances which may Materially adversely affect any of the Real Estate or Seller's use thereof; and
vii. the Sellers has not validassigned, transferred, conveyed, mortgaged, deeded in trust, or that encumbered any interest in the Sellers’ use thereof is, Leases or the transfer thereof its rights thereunder;
viii. to the Purchaser would beSeller's Knowledge, all facilities on the Real Estate has received all Material approvals of governmental authorities (including Material licenses, permits and zoning approvals) required in violation of connection with the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise operation thereof and has been operated and maintained in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect Material accordance with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7laws, the Sellers shall convey all of their rightrules, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSregulations.
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 (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyer correct and indicates 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 Sellers owning each parcel 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 Property. Each such 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 in the Real Estate; (vi) 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 changes in any zoning laws or ordinances which may 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 is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(ix) 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
(viii) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.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 (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyers correct and indicates complete copies of the Leases. With respect to the Real Estate relating to the Stations:
(i) the Seller has 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 Sellers owning each parcel 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 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 Property. Each such Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; or (iii) 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 is 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 in all material respects; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal 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 real property leased to the Sellers (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate) and indicates used in the Seller or the Sellers owning each parcel operation of the Real PropertyStation. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion delivered to the Buyers correct and complete copies of the Leases. With respect to the Real PropertyEstate:
i. the Leases are and, immediately after the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
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;
iii. there are no disputes, oral agreements, or forbearance programs in effect as to any building or improvement located thereonLease;
iv. to the Sellers' Knowledge, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance none of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property properties subject to the Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect to such rights of first refusal;
v. except for Permitted Real Property Estate Encumbrances, there are no (i) actual or, to the Sellers’ ' Knowledge, proposed special assessments with respect to any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding Estate; (ii) pending or, to the Sellers’ ' Knowledge, threatened against condemnation proceedings with respect to any of the Real Property Estate; (iii) structural or mechanical defects in any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within buildings or improvements located on the Assets. All such Easement Facilities are located either in Real Estate; (iiv) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no any pending or, to the Knowledge of the Sellers' Knowledge, threatened claims that (x) changes in any zoning laws or ordinances which may materially adversely affect any of the Existing Easements are Real Estate or Sellers' use thereof;
vi. the Sellers have not validassigned, transferred, conveyed, mortgaged, deeded in trust, or that encumbered any interest in the Leases or its rights thereunder; and
vii. to the Sellers’ use ' 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 is, or the transfer thereof to the Purchaser would be, and have been operated and maintained 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 accordance with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7laws, the Sellers shall convey all of their rightrules, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSregulations.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel The members of the Spinco Group hold, or will hold (assuming the Separation is completed), valid fee simple title to the Spinco Owned Real Property and indicates the Seller or the Sellers owning each parcel set forth in Section 2.9(a) of the Real Property. Each such Seller is the owner of and has valid title to Remainco Disclosure Letter, in each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellercase, free and clear of all Liens arising by, through or under Sellers, Encumbrances other than Permitted Liens.
(b) The Sellers have not received written notice from Encumbrances. Neither the whole nor any Governmental Entity that a portion part of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Spinco Owned Real Property is subject to any written governmental decree pending suit for condemnation or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, other taking by any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending orAuthority and, to the Knowledge of Remainco, no such condemnation or other taking is threatened or contemplated. To the SellersKnowledge of Remainco, threatened claims that (x) any all improvements constituting part of the Existing Easements are not valid, Spinco Owned Real Property (i) comply with valid and current certificates of occupancy or that the Sellers’ use thereof is, or the transfer thereof similar Permits to the Purchaser would beextent required by applicable Laws for the use thereof, (ii) are in violation good operating condition and repair (ordinary wear and tear excepted), (iii) are adequately served with all necessary utilities for the operation of the terms business of such Existing Easement or any Lien affecting the land covered by Spinco Business in the Existing Easementordinary course of business in all material respects, or and (iv) have current uses and operations that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is do not in compliance violate in any material respect with applicable Law any Laws, covenants, conditions, restrictions, easements, licenses, permits, or authorization agreements except in the case of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the Spinco Business or the Spinco Group, taken as a whole. (b) The members of the applicable Governmental Entity Spinco Group have, or will have after giving effect to the Contemplated Transactions described in or contemplated by the Separation Agreement and the Real Estate Matters Agreement, a valid leasehold interest (as lessee, sublessee, licensee or sublicensee) in all real property leased, licensed or otherwise used by the members of the Spinco Group (collectively with jurisdiction over the use thereof. Subject to Section 6.7all buildings, structures, fixtures and other improvements leased thereunder, the Sellers shall convey all of their right, title and interest in and “Spinco Leased Real Property”). After giving effect to the Existing Easements Contemplated Transactions described in or contemplated by the Separation Agreement and the Real Estate Matters Agreement, each of the leases or other Contracts relating to the Spinco Leased Real Property will create (or will have created) as of the Closing (i) a valid and subsisting leasehold interest, or valid right to use, of one of the members of the Spinco Group; (ii) a valid and binding obligation of such member of the Spinco Group free and clear of all Liens arising by, through or under the Sellers, Encumbrances (other than Permitted LiensEncumbrances); and (iii) enforceable by and against such member of the Spinco Group in accordance with its terms except in the case of clauses (i) through (iii), as would not, individually or in the aggregate, reasonably be expected to be material to the Spinco Business or the Spinco Group, taken as a whole. None of the members of the Spinco Group, nor, to the Knowledge of Remainco, any other party to any such lease or other Contract (each, a “Spinco Real Property Lease”) is in breach or default under such Spinco Real Property Lease, and no event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Spinco Real Property Lease, except as individually or in the aggregate, would not reasonably be expected to be material to the Spinco Business or the Spinco Group, taken as a whole. Remainco has Made Available to Merger Partner complete and correct copies of (A) all leases, licenses, subleases or other Contracts pursuant to which any member of the Spinco Group leases or uses (or intends to lease or use upon the Spinco Contribution) real property and (B) all subleases, licenses, occupancy agreements and other Contracts granting to any Person (other than any member of the Spinco Group ) a right of use or occupancy of any of the Spinco Leased Real Property in effect as of the date hereof. There are no material disputes with respect to any Spinco Real Property Lease. The Easement Facilities are being transferred AS-ISSpinco Leased Real Property is adequately served
(c) None of the members of the Remainco Group (to the extent related to the Spinco Business) owns, WHERE-ISleases, WITH ALL FAULTSsubleases, licenses or occupies any real property other than the Spinco Real Property.
Appears in 2 contracts
Sources: Merger Agreement (Everi Holdings Inc.), Merger Agreement (International Game Technology PLC)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto PCC has made available to Buyer all deeds, leases, bills of sale, documents of title, abstracts, surveys, plats and maps in the Site and each other parcel possession of the Real Property and indicates the Seller Asset Sale Companies or the Sellers owning each parcel of their Affiliates that relate to the Real Property. Each such Seller is With respect to the owner of and has valid Real Property:
(i) the Asset Sale Companies have marketable title to each parcel of the owned Real Property, taken as a whole, and the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, is free and clear of all Liens arising by, through or under Sellers, any Lien (other than Permitted Liens.);
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There there are no pending or, to the Knowledge of the SellersPCC, threatened claims 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
(xv) there are no outstanding options or rights of first refusal to purchase the parcel of Real Property, or any portion thereof or interest therein.
(b) Schedule 1.57 identifies the coal leases, coal subleases and surface leases that comprise a portion of the Real Property. PCC has made available to Buyer 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 the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(iv) no Asset Sale Company nor, to the Knowledge of PCC, any other party to the lease or sublease has repudiated any provision thereof; and
(v) none of the 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 terms of that lease or sublease.
(c) There is not any third party adverse claim to any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the SellersReal Property, other than Permitted Liens, and, to the Knowledge of PCC, no party is in wrongful possession of any parcel of the Real Property.
(d) 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 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 Mining Activities (collectively, the "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 Easement Facilities coal reserves mined by the Asset Sale Companies (whether such reserves are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSowned or leased by the Asset Sale Companies) are not subject to any mining rights of any other Person.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Pittston Co), Asset Purchase Agreement (Alpha Natural Resources, 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 Sellers (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Sellers have delivered to the Buyers correct and indicates complete copies of the Seller or Leases. With respect to the Real Estate:
i. the Sellers owning each parcel have good and marketable title to all of the Owned Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, Estate free and clear of all Liens arising byliens, through charges, mortgages, security interests, easements, restrictions or under Sellersother 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, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion 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 PropertyEstate 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 building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance Lease;
v. none of the Owned Real Property therewith. Except for any applicable Permitted LienEstate and to the Sellers' Knowledge, no Real Property none of the properties subject to the Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect to such rights of first refusal;
vi. except for Permitted Real Property Estate Encumbrances, there are no (i) actual or, to the Sellers’ ' Knowledge, proposed special assessments with respect to any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding Estate; (ii) pending or, to the Sellers’ ' Knowledge, threatened against condemnation proceedings with respect to any of the Real Property Estate; (iii) structural or mechanical defects in any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within buildings or improvements located on the Assets. All such Easement Facilities are located either in Real Estate; (iiv) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no any pending or, to the Knowledge of the Sellers' Knowledge, threatened claims that (x) changed in any zoning laws or ordinances which may materially adversely affect any of the Existing Easements are Real Estate or Sellers' use thereof;
vii. the Sellers have not validassigned, transferred, conveyed, mortgaged, deeded in trust, or that encumbered any interest in the Leases or its rights thereunder;
viii. to the Sellers’ use ' 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 isand have been operated and maintained in accordance with applicable laws, or the transfer thereof rules, and regulations; and
ix. 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. Subject to Section 6.7Sellers' Knowledge, the Sellers shall convey all owner of their right, each leased facility has good and marketable title and interest in and to the Existing Easements underlying parcel of real property, free and clear of all Liens arising byany Security Interest, through easement, covenant, or under other restriction, except for Permitted Real Estate Encumbrances and Sellers' leasehold interest in each Lease has priority over any other interest except for the Sellers, other than fee interest therein and Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a2.6(a) indicates sets forth a complete list of all Transferred Real Property owned by map attached thereto the Site Sellers (the "Transferred Owned Real Property") and each other parcel the name of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Propertyrecord owner thereof. Each such Seller is the owner of and has valid title With respect to each parcel of Transferred Owned Real Property, the identified Seller has good and marketable fee simple title to the parcel of Transferred Owned Real Property indicated on Schedule 4.4(a) as being owned by such SellerProperty, free and clear of all Liens arising byany Liens, through or under Sellers, other than 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) The Schedule 2.6(b) sets forth a complete list of all leases and subleases of Transferred Real Property leased to the Sellers have not received written notice from any Governmental Entity that a portion (the "Transferred Leased Real Property"). Complete and correct copies of each of the leases for the Transferred Leased Real Property have been furnished to Purchaser. With respect to the Transferred Leased Real Property:
(i) the leases are in full force and effect and enforceable against the Sellers in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether such enforceability is sought in a proceeding at law or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise controlequity); provided, however, no representation is made in this Section 4.4(band
(ii) with respect to matters of Environmental Law or compliance neither of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property Sellers is subject to any written governmental decree or order specifically issued with respect to such Real Property (orand, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge knowledge of the Sellers, threatened claims that (xno other party to the leases listed on Schedule 2.6(b) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, in material breach or the transfer thereof default of any such lease and no event has occurred that, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder, to the Purchaser extent such default 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTShave a 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(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate) in connection with the operation of the Station. The Seller has delivered to the Buyer correct and indicates 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 Sellers owning each parcel 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 Property. Each such 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 in the Real Estate; (vi) 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 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 is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(ix) 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
(xi) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Real Estate Encumbrances;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a) indicates 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 map attached thereto the Site and each other parcel any of the Real Property and indicates the Seller or the Sellers owning each parcel Insurance Companies as of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such SellerMarch 31, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens2010.
(b) The Sellers have not received written notice from any Governmental Entity that a portion Section 3.19(b) of the Real PropertySeller Disclosure Letter sets forth a true, correct and complete list of all real property leased by any of the Companies or any building of the Transferred Subsidiaries, as lessee (the “Real Property Leases”; the real properties specified in such leases being referred to herein as the “Leased Real Properties”). Each Real Property Lease is in full force and effect and is a valid and binding obligation of the Company or improvement located thereonthe Transferred Subsidiary that is party thereto, currently violates any Law as applicable, and, to the Knowledge of the Parent, each other party to 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 any material respectaccordance with its terms, including those Laws relating to zoningand a Company or a Transferred Subsidiary (as the case may be) has a valid, building, land use, health binding and safety, fire, air, sanitation and noise control; provided, however, no representation is made enforceable leasehold interest (or the equivalent interest in this Section 4.4(bthe applicable jurisdiction) with respect to matters of Environmental Law or compliance under each of the Real Property therewith. Except for Leases (subject in each case to Permitted Liens and to the effect of any applicable Permitted Lienbankruptcy, no Real Property is subject reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to any written governmental decree or order specifically issued with respect affecting creditors’ rights and remedies generally and subject, as to such Real Property (orenforceability, to the Sellers’ Knowledge, any threatened or proposed ordereffect of Laws regarding prohibition of abuse of rights (kenriranyo-no-kinshi) requiring the repair, removal or alteration and principles of any improvement located on such Real Property.
trust (cshingiseijitsu-no-gensoku) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation general equitable or similar principles regardless of whether enforcement is sought in a proceeding pending or, to in equity or at law)). None of the Sellers’ Knowledge, threatened against Companies or any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending Transferred Subsidiaries or, to the Knowledge of the SellersParent, threatened claims 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 (xwith or without the giving of notice or lapse of time, or both) or that would permit the termination, cancellation or acceleration of performance of any material obligation of any Company or any Transferred Subsidiary or, to the Knowledge of the Parent, any other party to the Real Property Lease. As of the date hereof, none of the Companies or any of the Existing Easements are not validTransferred 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 that commute the Sellers’ use thereof is, same or declare a material default under the transfer thereof same by reason of the transactions contemplated by the Transaction Agreements. At or prior to the Purchaser Closing, the Parent has or will have delivered or made available to the Acquiror true, 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 violation all material respects of such Leased Real Property. None of the terms of such Existing Easement Companies 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 Transferred Subsidiaries has subleased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 2 contracts
Sources: Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Prudential Financial 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 (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyer correct and indicates 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 Sellers owning each parcel marketability of title of the 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) with respect to the Leases, Seller is not (and to the Seller's Knowledge, no other party to any such 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 Property. Each such 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 in the Real Estate; (vi) 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 change in any zoning laws or ordinances which may 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 is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(ix) 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
(xi) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.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 (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyer correct and indicates 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 Sellers owning each parcel 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 Property. Each such 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 in the Real Estate; (vi) 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 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 is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(ix) 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
(viii) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Real Estate Encumbrances;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a) indicates 4.13 is an accurate list and general description of all real property owned or leased by map attached thereto the Site and each other parcel Humboldt or any of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Propertyits Subsidiaries, including OREO. Each such Seller is the owner of Humboldt and its respective Subsidiaries has valid good and marketable title to each parcel of the Real Property indicated on Schedule 4.4(a) real properties that it owns, as being owned by described in such SellerSchedule, free and clear of all Liens arising bymortgages, through covenants, conditions, restrictions, easements, liens, security interests, charges, claims, assessments and encumbrances, except for (a) rights of lessors, lessees or under Sellers, other than Permitted Liens.
sublessees in such matters as are reflected in a written lease; (b) The Sellers have current Taxes (including assessments collected with Taxes) not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health yet due and safety, fire, air, sanitation and noise controlpayable; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structuresencumbrances, fixturesif any, buildingsthat are not substantial in character, improvements amount or extent and equipment (including do not materially detract from the Facilities) on value, or interfere with present use, or the Real Property are being transferred at ability of Humboldt to dispose, of Humboldt's interest in the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation property subject thereto or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
affected thereby; and (d) other matters as described in Schedule 1.1-A describes each of 4.13. Humboldt and its Subsidiaries have valid leasehold interests in the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17leaseholds they respectively hold, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising bymortgages, through 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 estate of the lessor under such leases; and (c) other matters as described in Schedule 4.13. To the Sellersbest 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 Permitted Liens. The Easement Facilities are being transferred AS-ISnormal and routine maintenance, WHERE-ISto keep them in such condition, WITH ALL FAULTSnormal wear and tear excepted.
Appears in 2 contracts
Sources: Merger Agreement (Humboldt Bancorp), Merger Agreement (Tehama Bancorp)
Real Property. Section 2(g) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Sellers (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Sellers have delivered to the Buyer correct and indicates complete copies of the Seller or Leases. With respect to the Real Estate:
(i) the Sellers owning each parcel have good and marketable title to all of the Owned Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, Estate free and clear of all Liens arising byliens, through charges, mortgages, security interests, easements, restrictions or under Sellersother 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, other than occupancy or value or the marketability of title of the property and which are disclosed in Section 2(f) of the Disclosure Schedule (collectively, the "Permitted Liens.Real Estate Encumbrances");
(bii) The Sellers have not received written 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 from 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 Governmental Entity that a portion Lease;
(v) none of the Owned Real PropertyEstate and to the Sellers' Knowledge, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance none of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property properties subject to the Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect to such rights of first refusal;
(vi) except for Permitted Real Property Estate Encumbrances, there are no (i) actual or, to the Sellers’ ' Knowledge, proposed special assessments with respect to any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding Estate; (ii) pending or, to the Sellers’ ' Knowledge, threatened against condemnation proceedings with respect to any of the Real Property or any improvement thereon.
Estate; (diii) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge 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 in the Real Estate; (vi) 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 Sellers' Knowledge, threatened claims that changed in any zoning laws or ordinances which may affect any of the Real Estate or Sellers' use thereof;
(vii) all buildings and improvements on the 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;
(ix) to the 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) any all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of the Existing Easements are not valid, or that said facilities; and
(viii) to the Sellers’ use thereof is' Knowledge, or the transfer thereof owner of each leased facility has good and marketable title to the Purchaser would beunderlying parcel of real property, 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising byany Security Interest, through easement, covenant, or under other restriction, except for Permitted Real Estate Encumbrances and Sellers' leasehold interest in each Lease has priority over any other interest except for the Sellers, other than fee interest therein and Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Real Estate Encumbrances;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Except as set forth on Schedule 4.4(a2.17(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) indicates by map attached thereto (the Site "Owned Real Estate"), and, to the Company's knowledge, the Company or a Subsidiary has a valid leasehold interest in all other real properties used in the conduct and each other parcel operation of its business as set forth on Schedule 2.17(a) (the "Leased Real Estate" and together with the Owned Real Estate, the "Real Estate"). Schedule 2.17(a) contains a true, correct and complete list of all the Real Property and indicates Estate, including the Seller or the Sellers owning each parcel name of the Real Property. Each such Seller is the owner of and has valid title to each parcel record of the Owned Real Property indicated on Schedule 4.4(a) 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 being owned any such Owned Real Estate is transferred to the Company or any of its Subsidiaries prior to the Closing (unless such Owned Real Estate is otherwise designated as an Excluded Asset, in which case such transfer shall not be required), the ownership of such Real Estate by such Seller, free and clear of all Liens arising by, through or under Sellers, a Person other than Permitted Liensthe Company or any of its Subsidiaries shall not constitute a breach of the representations and warranties set forth in this Section 2.17.
(b) The Sellers have not received written notice from To the Company's knowledge, except as set forth on Schedule 2.17(b), all material components of all improvements included within any Governmental Entity that a portion of Real Estate (collectively, the Real Property"Improvements", or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) which term with respect to matters of Environmental Law or compliance of the Leased Real Property therewith. Except for Estate, shall specifically exclude any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration portion of any improvement located on such Real Propertythat is not leased to the Company or its Subsidiaries), 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 conduct the business of the Company and its Subsidiaries as currently conducted.
(c) The structuresExcept as set forth on Schedule 2.17(c), fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, all material Permits required to have been issued to the Sellers’ KnowledgeCompany or any of its 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 against or contemplated condemnation proceeding affecting any of the Real Property Estate or any improvement thereonpart 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 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in 2.17(d):
(i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the SellersCompany's knowledge, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof no Improvement fails 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 conform in any material respect with applicable Law 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 authorization would be reasonably likely to have a Material Adverse Effect;
(ii) 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 or Improvements or any of the operations conducted at any Real Estate, as a result of any violation or alleged violation of any applicable Governmental Entity 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 jurisdiction over 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 developments specifically related to any of the Real Estate or interests of the Company or its Subsidiaries therein, or the use or operation thereof. Subject , pending or threatened that might reasonably be expected to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTShave a Material Adverse Effect.
Appears in 2 contracts
Sources: Investment Agreement (Icahn Carl C Et Al), Investment Agreement (Philip Services Corp/De)
Real Property. (a) Schedule 4.4(aSection 3.21(a) indicates by map attached thereto the Site and each other parcel of the Real Property Sellers’ Disclosure Schedule contains a true and indicates the Seller or the Sellers owning correct list of each parcel of real property leased to or by the Sellers that is now, or at the time of the Closing will be, used or held for use in or otherwise related to or necessary for the conduct of, the Business (the “Leased Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens”).
(b) Purchaser will assume the Sellers’ interests in the Leased Real Property listed in Section 3.21(b) of the Sellers’ Disclosure Schedule, exclusive however, of the New York Lease in the event that the New York Lease is terminated pursuant to Item 4 of Schedule 6.2(c) (the “Purchased Leased Real Property”) and such Purchased Leased Real Property shall be included in the Purchased Assets. The Sellers have not received written notice from any Governmental Entity that a portion valid and subsisting leasehold estate in and the right to quiet enjoyment of the Purchased Leased Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) Property for the full term of the lease of such properties. Each lease with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Purchased Leased Real Property is subject to a legal, valid and binding agreement, enforceable in accordance with its terms and there is no, and none of the Sellers has received notice of any, default (or any written governmental decree condition or order specifically issued event that, after notice or lapse of time or both, would constitute a default) thereunder. None of the Sellers owes any brokerage commissions with respect to any such Purchased Leased Real Property (orincluding, without limitation, any contingent obligation in respect of future lease extensions).
(c) The Sellers have delivered to Purchaser prior to the execution of this Agreement true and complete copies of all leases (including any amendments and renewal letters) and, to the extent reasonably available, copies of all deeds, leases, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys and similar documents with respect to the Purchased Leased Real Property.
(d) The buildings, structures, equipment and improvements on the Purchased Leased 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 Sellers’ Knowledge, any threatened there are no condemnation or proposed order) requiring the repair, removal appropriation proceedings pending or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the such Purchased Leased Real Property or any improvement plants, buildings or other structures thereon.
(de) Schedule 1.1-A describes each None of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) owns any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSreal property.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Rafaella Apparel Group,inc.), Asset Purchase Agreement (Perry Ellis International Inc)
Real Property. Section 2(g) of the Disclosure Schedule lists and describes briefly all real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyers correct and indicates the Seller or the Sellers owning each parcel complete copies of the Leases. With respect to the Real PropertyEstate:
i. the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
ii. Each such Seller 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;
iii. there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
iv. to the owner of and has valid title to each parcel Seller's Knowledge, none of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of properties subject to the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued rights of first refusal;
v. to the Seller's Knowledge, there are no (i) actual or proposed special assessments with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or Estate; (ii) the Existing Easements pending or public rights-of-way pursuant threatened condemnation proceedings with respect to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or threatened changes in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
vi. the Seller has not validassigned, transferred, conveyed, mortgaged, deeded in trust, or that encumbered any interest in the Sellers’ use thereof is, Leases or the transfer thereof its rights thereunder; and
vii. to the Purchaser would beSeller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in violation of connection with the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise operation thereof and have been operated and maintained in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect accordance with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7laws, the Sellers shall convey all of their rightrules, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSregulations.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a2.17 identifies by street address all real estate leased, subleased or otherwise occupied pursuant to an agreement (the "Leases") indicates by map attached thereto the Site and each other parcel Company or any of the Transferred Subsidiaries (the "Leased Premises") or owned by the Company or any of the Transferred Subsidiaries ("Owned Property", and collectively with the Leased Premises, the "Real Property and indicates Property"). The Leased Premises are leased to the Seller Company or a Transferred Subsidiary pursuant to written leases, copies of which have been made available to Investor prior to the date hereof. With respect to each Lease: (i) the Company or the Sellers owning each parcel applicable Transferred Subsidiary has a good and valid leasehold interest in and to all of the Real Property. Each such Seller Leased Premises, subject to no Encumbrances, except for Permitted Encumbrances or as disclosed on Schedule 2.17; (ii) each Lease is in full force and effect and is enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the owner rights and remedies of creditors generally and has valid title to each parcel general principles of equity, and, except for Permitted Encumbrances or as disclosed on Schedule 2.17, none of the Real Company or any Transferred Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in such Lease; and (iii) there exists no declared default or to the knowledge of the Company or MEI any condition which, with the giving of notice, the passage of 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 indicated on Schedule 4.4(a) as being owned by such Selleror any portion thereof or interest therein except for Permitted Encumbrances. The Company or a Transferred Subsidiary has good and insurable title in and to the Owned Property, free and clear of all Liens arising by, through or under Sellers, any Encumbrances other than Permitted LiensEncumbrances.
(b) The Sellers have not received written notice from 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 Governmental Entity that a 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, agreement or order affecting any portion of the Real Property, or any building or improvement . All improvements located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of on the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject have direct access to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on a public road adjoining such Real Property.
(c) The structures, fixtureseither directly or through a valid easement or other valid rights. Except as set forth on Schedule 2.17, buildingsno 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, improvements and equipment (including current operation or utility in the Facilities) 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 being transferred at supplied with adequate utilities and other services necessary for the Closing AS-IS, WHERE-IS, WITH ALL FAULTSoperation of such facilities as currently operated. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge knowledge of MEI and the Company, any threatened condemnation proceeding, or material lawsuit or administrative action affecting any portion of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Property.
Appears in 2 contracts
Sources: Recapitalization Agreement (McMS Inc), Recapitalization Agreement (Micron Electronics Inc)
Real Property. (aSection 2(i) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property Disclosure Schedule lists and indicates describes briefly all real property leased or subleased to the Seller. Section 2(i) of the 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 Buyer correct and complete copies of the leases and subleases listed in of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in Section 2(i) of the Disclosure Schedule:
(i) the lease or sublease is and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(ii) no party to 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 or permit termination, modification, or acceleration thereunder;
(iii) there are no disputes, oral agreements, or forbearance programs in effect as to the 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) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Sellers owning each parcel leasehold or subleasehold;
(vi) to the Seller's Knowledge, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the Real Property. Each such Seller is 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
(viii) to the Seller's Knowledge, the owner of the facility leased or subleased has good and has valid marketable title to each the parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respectexcept for recorded easements, including those Laws relating to zoningcovenants, building, land and other restrictions that do not impair the current use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17occupancy, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof isvalue, or the transfer thereof to the Purchaser would bemarketability of title, 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSproperty 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. (a) Schedule 4.4(aExcept as disclosed in ------------- Section 6.4.5(a) indicates by map attached thereto the Site and each other parcel of the Real Property Vail Banks Disclosure Memorandum, Vail Banks and indicates WestStar have good and marketable title to the Seller or real property reflected in the Sellers owning each parcel 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 the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liensoriginal purchase price.
(b) The Sellers have not received written notice from any Governmental Entity that a portion Except as set forth in Section 6.4.5(b) of the Real PropertyVail Banks Disclosure Memorandum, the interests of Vail Banks or any building or improvement located thereon, currently violates any Law WestStar in any material respect, including those Laws relating to zoning, building, land use, health the Realty and safety, fire, air, sanitation in and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance under each of the Real Property therewith. Except Leases are free and clear of any and all liens and encumbrances except for any applicable Permitted Lienliens for current taxes not yet due, no Real Property is and are subject to any written governmental decree or order specifically issued with respect to such Real Property (no present claim, contest, dispute, action or, to the Sellers’ Knowledgeknowledge of Management, any threatened action at law or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Propertyin equity.
(c) The structurespresent and past use and operations of, fixturesand improvements upon, buildingsthe Realty and all real properties leased by Vail Banks and WestStar (the "Leased Properties") are in compliance with all applicable building, improvements fire, zoning and equipment (other applicable laws, ordinances and regulations, including the Facilities) on the Real Property are being transferred at the Closing AS-ISAmericans with Disabilities Act, WHERE-ISand with all deed restrictions of record, WITH ALL FAULTS. There is no condemnationnotice of any violation or alleged violation thereof has been received, expropriation or similar proceeding pending or, and to the Sellers’ Knowledgeknowledge of Management, threatened against any of there are no proposed changes therein that would affect the Real Property Realty, the Leased Properties or any improvement thereontheir uses.
(d) Schedule 1.1-A describes each Management is not aware of any proposed or pending change in the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17zoning of, or (ii) the Existing Easements of any proposed or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending orcondemnation proceeding with respect to, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, Realty or the transfer thereof to Leased Properties which may adversely affect the Purchaser would beRealty 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 violation good operating order (except for ordinary wear and tear), usable in the ordinary course of business, and are sufficient and adequate to carry on the terms businesses and affairs 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. Subject to Section 6.7, the Sellers shall convey all of their right, title Vail Banks and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSWestStar as presently conducted.
Appears in 2 contracts
Sources: Merger Agreement (Vail Banks Inc), Merger Agreement (Vail Banks Inc)
Real Property. (a) Schedule 4.4(a4.11(a) indicates 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 map attached thereto the Site Company, in each case setting forth the street address and legal description of each other parcel property covered thereby (the “Owned Premises”).
(b) Schedule 4.11(b) sets forth a list of all leases, licenses or similar agreements relating to the Company’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 Real Property Leases, and indicates (ii) the Seller 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 Sellers owning each parcel giving of notice or both, would cause a material breach of or default under any of such Leases. Neither the Real Property. Each such Seller is the owner Company nor its agents or employees have received written notice of and has valid title any claimed abatements, offsets, defenses or other bases for relief or adjustment.
(c) With respect to each parcel of Owned Premises and Leased Premises, as applicable: (i) the Real Property indicated on Schedule 4.4(a) as being owned by such SellerCompany has good, marketable and insurable fee simple interest in the Owned Premises and a valid leasehold interest in the Leased Premises, free and clear of all Liens arising byany Liens, through encumbrances, covenants and easements or under Sellers, other than Permitted Liens.
(b) The Sellers title defects that have not received written notice from any Governmental Entity that a portion had or could have an adverse effect on the Company’s use and occupancy of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health Owned Premises and safety, fire, air, sanitation and noise controlthe Leased Premises; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization portions of the applicable Governmental Entity. There buildings located on the Owned Premises and the Leased Premises that are no pending orused in the business of the Company are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current and reasonably anticipated normal business activities as conducted thereon and, to the Knowledge of the SellersCompany, threatened claims that there is no latent material defect in the improvements on any Owned Premises, structural elements thereof, the mechanical systems (xincluding, without limitation, all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing each Owned Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement; (iii) each of the Owned Premises and the Leased Premises
(a) has 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 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 Company has not received notice of (a) any condemnation, eminent domain or similar proceeding affecting any portion of the Owned Premises or the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (b) any special assessment or pending improvement liens to be made by any governmental authority which may affect any of the Existing Easements are not valid, or that the Sellers’ use thereof is, Owned Premises 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 thereofLeased Premises, or (yc) use any violations of such public rights-of-way is not in compliance in any material building codes and/or zoning ordinances or other governmental regulations with respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through Owned Premises or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSLeased Premises.
Appears in 2 contracts
Sources: Stock Exchange Agreement (Solar Thin Films, Inc.), Stock Exchange Agreement (Solar Thin Films, Inc.)
Real Property. (a) Schedule 4.4(a5.11(a) indicates 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 map attached thereto the Site Buyer, in each case setting forth the street address and legal description of each other parcel 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 Real Property Leases, and indicates (ii) the Seller 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 Sellers owning each parcel giving of notice or both, would cause a material breach of or default under any of such Leases. Neither the Real Property. Each such Seller is the owner Buyer nor its agents or employees have received written notice of and has valid title any claimed abatements, offsets, defenses or other bases for relief or adjustment.
(c) With respect to each parcel of Owned Premises and Leased Premises, as applicable: (i) the Real Property indicated on Schedule 4.4(a) as being owned by such SellerBuyer 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 all Liens arising byany Liens, through encumbrances, covenants and easements or under Sellers, other than Permitted Liens.
(b) The Sellers title defects that have not received written notice from any Governmental Entity that a portion had or could have an adverse effect on the Buyer’s use and occupancy of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health Owned Premises and safety, fire, air, sanitation and noise controlthe Leased Premises; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization portions of the applicable Governmental Entity. There buildings located on the Owned Premises and the Leased Premises that are no pending orused 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 Knowledge of the SellersBuyer, threatened claims that there is no latent material defect in the improvements on any Owned Premises, structural elements thereof, the mechanical systems (xincluding, without limitation, all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing each Owned Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement; (iii) each of the Owned Premises and the Leased Premises
(a) has 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 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 condemnation, eminent domain or similar proceeding affecting any portion of the Owned Premises or the Leased Premises or any access thereto, and, to the Knowledge of the Buyer, no such proceedings are contemplated, (b) any special assessment or pending improvement liens to be made by any governmental authority which may affect any of the Existing Easements are not valid, or that the Sellers’ use thereof is, Owned Premises 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 thereofLeased Premises, or (yc) use any violations of such public rights-of-way is not in compliance in any material building codes and/or zoning ordinances or other governmental regulations with respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through Owned Premises or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSLeased Premises.
Appears in 2 contracts
Sources: Stock Exchange Agreement (Solar Thin Films, Inc.), Stock Exchange Agreement (Solar Thin Films, Inc.)
Real Property. (ai) Schedule 4.4(aSeller does not own and has never owned any real property.
(ii) indicates by map attached thereto the Site Seller does not lease or sublease, and each other parcel has never leased or subleased, any real property.
(iii) Section 3(k)(iii) of the Real Property Disclosure Schedule lists and indicates describes briefly all real property used or occupied by Seller (the "Seller or the Sellers owning each parcel of the Real Property"). Each such Seller is the owner of and has valid title With respect to each parcel of the Seller Real Property indicated which is leased or subleased by Parent up to and including the date on Schedule 4.4(a) as being owned which the Acquired Assets are moved out of the Seller Real Property by such the Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.:
(bA) The Sellers have not received written notice from any Governmental Entity that a portion the lease or sublease is in writing and is legal, valid, binding, enforceable and in full force and effect;
(B) 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 the lease or sublease is in breach or default and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder;
(D) 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 the lease or sublease;
(F) Parent has the right to sublease the Seller Real PropertyProperty to Buyer without creating a breach of, default under, or right to accelerate, terminate, modify or cancel, or any building notice or improvement located thereonconsent obligation under, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bthe lease or sublease;
(G) with respect to matters of Environmental Law or compliance of each sublease, the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to such Real Property the underlying lease;
(orH) Neither Seller nor Parent has assigned, to transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Seller Real Property.;
(cI) The structures, fixtures, buildings, improvements and equipment all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the Facilities) on the Real Property are being transferred at the Closing AS-ISoperation thereof and have been operated and maintained in accordance with applicable laws, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.rules and regulations;
(dJ) Schedule 1.1-A describes each all facilities leased or subleased thereunder are supplied with utilities, an uninterruptible power source and other services necessary for the operation of the Easement Facilities included within the Assets. All such Easement Facilities are located either in said facilities;
(iK) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the SellersSeller, threatened claims that (x) any of the Existing Easements there are not valid, no environmental problems or that the Sellers’ use thereof is, conditions on or the transfer thereof relating 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Seller Real Property; and
Appears in 2 contracts
Sources: Asset Purchase Agreement (Euronet Worldwide Inc), Asset Purchase Agreement (Euronet Worldwide Inc)
Real Property. (a) Schedule 4.4(aThe Advisor does not own any real property. Section 3.23(a) indicates by map attached thereto the Site and each other parcel of the Real Property Advisor Disclosure Schedule contains a correct and indicates the Seller or the Sellers owning complete list of each parcel of real property leased or subleased to or occupied by the Advisor, as of the date hereof, (the “Leased Real Property. Each ”) and also lists the parties to such Seller is lease or sublease, any amendments thereto, the owner expiration date of such lease or sublease and has valid title to any consents, approvals or other documents necessary or required such that each parcel lease and sublease will be in full force and effect and remain binding on all parties thereto in accordance with the terms of such lease or sublease upon and immediately following the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted LiensClosing.
(b) The Sellers have not received written notice from any Governmental Entity that Advisor has a portion valid and subsisting leasehold estate in and the right to quiet enjoyment of the Leased Real PropertyProperty for the full term of the applicable lease or leases of such property. Each lease required to be listed on Section 3.23(a) of the Advisor Disclosure Schedule is a legal, valid and binding agreement of the Advisor, enforceable against the Advisor and, to the Knowledge of the Advisor Parent, each other party thereto, in accordance with its terms, in each case, except as enforceability may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws or affecting or relating to enforcement or creditors’ rights generally and (ii) general equitable principles. The Advisor is not, and the Advisor has received no notice that any other party is, in default in any material respect (or any building condition or improvement located thereonevent that, currently violates any Law after notice or lapse of time or both, would constitute a default in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) under any such lease. The Advisor does not owe any brokerage commissions with respect to matters any such leased space (including any contingent obligation in respect of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Propertyfuture lease extensions).
(c) The structures, fixtures, buildings, improvements Advisor Parent has delivered to the REIT prior to the execution of this Agreement correct and equipment complete copies of all leases (including the Facilitiesany amendments and renewal letters) required to be listed on the Real 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 Sellers’ Knowledge, threatened against any Section 3.23(a) of the Real Property or any improvement thereonAdvisor Disclosure Schedule.
(d) Schedule 1.1-A describes each No other Person holds any sublease, lease option or other current or contingent right to occupy any of the Easement Facilities included within Leased Real Property before the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization expiration of the applicable Governmental Entitylease. There are no pending or, to the Knowledge No tenant or other party in possession of the Sellers, threatened claims that (x) any of the Existing Easements are not validLeased Real Property has any right to purchase, or that the Sellers’ use thereof isholds any right of first refusal to purchase, 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSproperties.
Appears in 2 contracts
Sources: Contribution Agreement, Contribution Agreement (Dividend Capital Trust Inc)
Real Property. (a) Schedule 4.4(a5.11(a) indicates by map attached thereto the Site hereto contains a true and each other parcel complete list and description of all of the Seller Real Property and indicates the Seller or the Sellers owning each parcel including four (4) of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted LiensConsignment Leased Stores.
(b) The Sellers have not received written notice from any Governmental Entity that Schedule 5.11(b) hereto contains a portion true and complete list and description of all of the Affiliate Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, Property including those Laws relating to zoning, building, land use, health one (1) Consignment Leased Store.
(c) Schedule 5.11(c) hereto contains a true and safety, fire, air, sanitation complete list and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters description of Environmental Law or compliance all of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Third Party Real Property.
(cd) The structuresReal Property includes all land, fixtureseasements, rights of way, buildings, structures and other improvements used by the Seller in the conduct of the related Stores and equipment (including the Facilities) on Consignment Leased Stores and the Business, as it is currently being conducted. To the Seller's Knowledge, all components of all buildings, structures and other improvements included within the Real Property are being transferred currently in good working order and repair and adequate for the Seller to operate the Business at those locations, ordinary wear and tear excepted.
(e) Except as set forth on Schedule 5.11(e), neither the Closing AS-ISSeller, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending orany Affiliate nor, to the Sellers’ Seller's Knowledge, threatened against 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 Property or any improvement thereoninterest therein.
(df) Schedule 1.1-A describes each To Seller's Knowledge, no portion of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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 Real Property encroaches in any material respect with applicable Law or authorization 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 applicable Real Property.
(g) Except as set forth on Schedule 5.11(g), to the Seller's Knowledge, 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 Property is located in a special flood hazard area designated by a Governmental Entity with jurisdiction over Authority.
(j) Each of the use thereof. Subject to Section 6.7Seller, the Sellers shall convey 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 any of their right, title them and interest in and not yet past due with respect to the Existing Easements free 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 not owned by Seller, an Affiliate or owner of Third Party Real Property, as the case may be, and clear constituting a part of all Liens arising bysuch parcel. Except as set forth on Schedule 5.11(j), through to the Seller's Knowledge, there is no actual or under 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 Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Property.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Pantry Inc), Asset Purchase Agreement (Pantry Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and With respect to each other parcel Parent Lease, except as set forth in Section 4.15 of the Real Property Parent 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 indicates its Subsidiaries, taken as a whole:
(i) such Parent Lease is legal, valid, binding, 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 Seller 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 Sellers owning 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) 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 normal wear and tear, and adequate and suitable for the purposes for which they are presently being used;
(iv) to the Knowledge of Parent, each parcel of the Real Property. Each leased Parent Facilities has unlimited access to and from publicly dedicated streets, the responsibility for maintenance of which has been accepted by the appropriate Governmental Authority;
(v) to the Knowledge of Parent, no Security Interest, easement, covenant or other restriction or title matter applicable to the real property subject to any such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellerslease, other than Permitted Liens., would reasonably be expected to materially impair the current uses or the occupancy by Parent or a Subsidiary of the property subject thereto;
(bvi) The Sellers have not received written notice from any Governmental Entity that a portion of there are no material disputes, oral agreements or forbearance programs between Parent or the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health applicable Subsidiary 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued lessor with respect to such Real Property Parent Lease;
(or, 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 Sellers’ Knowledgeexpiration of the term thereof (except for termination 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 threatened 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 proposed orderother 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) requiring the repair, removal or alteration no portion of any improvement real property or improvements located on thereon that is the subject of such Real Property.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
(cx) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property there 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by to the Sellers Knowledge of Parent, pending or their Affiliates for which Additional Conveyed Easements will be granted pursuant threatened condemnation proceedings relating to Section 6.17, the real property that is the subject of such Parent Lease or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the SellersCompany, threatened claims that (x) any of the Existing Easements are not validlitigation, claims, actions, suits, proceedings, investigations or that the Sellers’ use thereof is, administrative actions relating to such Parent Lease or the transfer thereof to real property and/or improvements that are 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 subject 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 1 contract
Real Property. (a) Schedule 4.4(a5.10(a)(i) indicates of the Company Disclosure Schedules sets forth a materially accurate list, as of August 14, 2025, of all real property leased, subleased (as subtenant), licensed or otherwise occupied by map attached thereto any member of the Site Company Group or used in connection with the business (the “Leased Real Property”), including the street address and the name of the landlord, tenant, subtenant (if applicable), under the applicable Real Property Lease, the current monthly rental and commencement date and expiration date thereof. Except as set forth on Schedule 5.10(a)(ii), in all material respects, the Company has made available to Buyer true, complete and correct copies of each of the leases, subleases, licenses, concessions and other agreements, including all guaranties, amendments, extensions, supplements and modifications thereto, with respect to each Leased Real Property (each, a “Real Property Lease” and, collectively, the “Real Property Leases”), and each other parcel Real Property Lease is in writing. Subject to the Equitable Exceptions, the applicable member of the Company Group has a valid, binding and enforceable leasehold interest under each of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Leases, which Real Property indicated on Schedule 4.4(a) as being owned by such SellerLeases are in full force and effect, free and clear of all Liens arising by, through or under Sellers, (other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending orand, to the Knowledge of the SellersCompany, threatened claims that (xenforceable against the other party or parties thereto. Except as set forth on Schedule 5.10(a)(iii) any of the Existing Easements Company Disclosure Schedules, with respect to each Real Property Lease: (i) there are not validno existing defaults thereunder by any member of the Company Group (as applicable) or the lessor thereof; (ii) no event has occurred which (with notice, lapse of time or both) would constitute a breach or default thereunder by any member of the Company Group (as applicable) or any other party thereto; (iii) the rent due thereunder has been fully paid as and when due and no rental payments thereunder have been deferred, in each case of clauses (i)-(iii), except as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group taken as a whole; (iv) no member of the Company Group has assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered any Real Property Lease or Leased Real Property or any interest therein; and (v) as of August 14, 2025, there are no other parties occupying, or that with a right to occupy, the Sellers’ use thereof is, or Leased Real Property (other than 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 rights of the applicable Governmental Entity landlord as set forth in the applicable Real Property Lease). Except as set forth on Schedule 5.10(a)(iv) of the Company Disclosure Schedules or with jurisdiction over respect to the use thereofsublease of any Dark Leases, as of the date of this Agreement no member of the Company Group is obligated to pay any material commission or similar fee to any broker with respect to any real property transaction that is due and remains unpaid. Subject Except as would not, individually or in the aggregate, reasonably be expected to Section 6.7be material to the Company Group taken as a whole, excluding any claimed terminations as a result of counter-party default, each member of the Sellers shall convey Company Group has performed all of their rightits obligations pursuant to any Contract under which it has terminated any leases, subleases, license or other occupancy contractual obligations for real property that are no longer in effect and has no continuing material liability with respect to such terminated contractual obligations, and no member of the Company Group has received a notice of default regarding any such terminated contractual obligations. No capital improvements have been installed by or on behalf of the Company Group at any Leased Real Property that would be reasonably likely to require the Company Group to expend more than $250,000 with respect to any individual location or $10,000,000 in the aggregate with respect to any Leased Real Property to remove such capital improvements in satisfaction of its surrender obligations under the applicable Real Property Leases.
(b) Schedule 5.10(b)(i) of the Company Disclosure Schedules sets forth a true, correct and complete list, as of the date hereof, of all real property owned by any member of the Company Group, by address and assessor’s parcel number (or its local equivalent tax identification number) together with all buildings and other structures, facilities or improvements presently or hereafter located thereon or attached or appurtenant thereto (the “Owned Real Property”), and the applicable member of the Company Group owns marketable, good and valid title and interest in and fee simple to the Existing Easements each Owned Real Property, free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. Except as set forth on Schedule 5.10(b)(ii) of the Company Disclosure Schedules, no member of Company Group (i) has leased or granted any Person the right to use or occupy all or any part of any Owned Real Property or (ii) has granted any Person an option, right of first offer or right of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. No member of Company Group is a party to any agreement or option to purchase any real property or interest therein.
(c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group taken as a whole, neither the operation of any member of the Company Group on the Real Property nor such Real Property, including the improvements thereon, violate in any material respect any applicable lease. Except as set forth on Schedule 5.10(c) of the Company Disclosure Schedules and except as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group taken as a whole, the Owned Real Property is, and to the Knowledge of the Company, the Leased Real Property is, in good operating condition and repair (normal wear and tear excepted) and otherwise suitable for the conduct of the business therein as currently being used or as used within the previous 12 months, is free from material structural, physical and mechanical damage or defects (or conditions reasonably expected to cause the same) and is maintained in a manner consistent with industry standards generally followed with respect to similar properties, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group taken as a whole. The Easement Facilities Company has not deferred any maintenance, repairs or replacements that are being transferred AS-ISthe Company’s responsibility under the applicable Real Property Lease cost to complete would be reasonably expected to exceed $200,000 for any individual location, WHERE-ISor $10,000,000 in the aggregate.
(d) Except as set forth on Schedule 5.10(d) of the Company Disclosure Schedules, WITH ALL FAULTSto the Knowledge of the Company, there is no pending or contemplated special assessment or reassessment of any parcel included in the Real Property that would result in a material increase in the real property taxes or other similar charges payable by the Company or any member of the Company Group. As of the date of this Agreement, neither the Company nor any member of the Company Group has received any written notice that remains pending or unresolved of any pending or threatened condemnation Legal Proceeding relating to the Real Property or any Legal Proceeding to change or redefine the zoning or land use classification for all or any portion of the Real Property.
Appears in 1 contract
Real Property. (ai) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of The Target does not own and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being never owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liensany real property.
(bii) The Sellers have not received written notice from any Governmental Entity that a portion ss.3(l)(ii) of the Real Property, Disclosure Schedule lists and identifies briefly all of the leases pursuant to which real property is leased or any building or improvement located thereon, currently violates any Law subleased to the Target. The Target has delivered to the Buyer correct and complete copies of the leases and subleases listed in any material respect, including those Laws relating ss.3(l)(ii) of the Disclosure Schedule (as amended to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with date). With respect to matters of Environmental Law or compliance each lease and sublease listed in ss.3(l)(ii) of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.Disclosure Schedule:
(cA) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the SellersTarget, threatened claims that the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(xB) any to the Knowledge of the Existing Easements are not 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 the lease or that the Sellers’ use thereof issublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or the transfer thereof acceleration thereunder;
(D) to the Purchaser would beKnowledge 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 violation effect as to the lease or sublease;
(F) to the Knowledge of the terms of such Existing Easement or any Lien affecting Target, with respect to each sublease, the land covered by representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the Existing Easementunderlying lease;
(G) the Target has not assigned, transferred, conveyed, mortgaged, deeded in trust, or that encumbered any interest in the Sellers are otherwise leasehold or subleasehold;
(H) to the Knowledge of Target, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in default thereof, or (y) use of such public rights-of-way is not connection with the operation thereof and have been operated and maintained in compliance in any material respect accordance with applicable Law laws, rules, and regulations; and
(I) all facilities leased or authorization subleased thereunder are supplied with utilities and other services necessary for the operation of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsaid facilities.
Appears in 1 contract
Sources: Asset Purchase Agreement (Electronic Control Security Inc)
Real Property. (aCompany owns no real property. Schedule 3(l) Schedule 4.4(a) indicates by map attached thereto the Site lists and each other parcel describes briefly all real property leased or subleased to Company. Company has delivered to Buyer correct and complete copies of the Real Property leases and indicates subleases listed in Schedule 3(l) (as amended to date). With respect to each lease and sublease listed in Schedule 3(l):
(i) Except as set forth in Schedule 3(l), Company will submit at the Seller Closing an estoppel certificate substantially in the form of Exhibit B from all lessors of leased property that: (i) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (ii) all rent and other amounts payable to date have been paid and no party to the Sellers owning each parcel lease or sublease is in material breach or default and no event has occurred which, with notice or lapse of time or both, would constitute a material breach or default or permit termination, modification, or acceleration thereunder; (iii) no party to the lease or sublease has repudiated any material provision thereof; and (iv) the lessor consents to the change in ownership of the Real Property. Each such Seller is Company from Sellers to Buyer on the owner same terms and at the same lease rate as in effect prior to the Closing Date; (ii) to the Knowledge of each director and has valid title to each parcel officer of the Real Property indicated on Schedule 4.4(a) as being owned by such either Seller, there are no material disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (iii) Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold and the property is leased free and clear of all Liens arising bySecurity Interests; (iv) all facilities leased or subleased thereunder have received all material approvals of governmental authorities (including material licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, through rules and regulations in all material respects; (v) none of Sellers or under SellersCompany has received notice and has no Knowledge of, any pending, threatened or contemplated condemnation proceeding affecting any such leased property or any part thereof or of any sale or other than Permitted Liens.
disposition of such leased property or any part thereof in lieu of condemnation; and (bvi) The Sellers have not received written notice from any Governmental Entity that a no portion of the Real Property, or any building or improvement located thereon, currently violates any Law in such leased property has suffered any material respect, including those Laws relating damage by fire or other casualty which has not heretofore been completely repaired and restored to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Propertyits original condition.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 1 contract
Real Property. (aSection 2(i) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Disclosure Schedule lists and describes briefly all Owned Real Property Estate and indicates real property leased to the Seller or (including, without limitation, complete legal descriptions for all of Owned Real Estate). The Seller has delivered to the Sellers owning each parcel Buyers correct and complete copies of the Leases. With respect to the Real Property. Each such Estate:
(i) the Seller is the owner of has good and has valid marketable title to each parcel all of the Owned Real Property indicated on Schedule 4.4(a) Estate that as being owned by such Seller, of Closing will be free and clear of all Liens arising byliens, through charges, mortgages, security interests, easements, restrictions or under Sellersother 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, other than 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 Liens.Real Estate Encumbrances");
(bii) The Sellers have not received written 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 from 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 Governmental Entity that a portion Lease, except as set forth in Section 2(i) of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bDisclosure Schedule;
(v) with respect to matters of Environmental Law or compliance none of the Owned Real Property therewith. Except for any applicable Permitted LienEstate and to the Seller's Knowledge, no Real Property none of the properties subject to the Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect to such rights of first refusal;
(vi) except for Permitted Real Property Estate Encumbrances, there are no (i) actual or, to the Sellers’ Seller's Knowledge, proposed special assessments with respect to any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding Estate; (ii) pending or, to the Sellers’ Seller's Knowledge, threatened against condemnation proceedings with respect to any of the Real Property Estate; (iii) structural or mechanical defects in any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within buildings or improvements located on the Assets. All such Easement Facilities are located either in Real Estate; (iiv) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no any pending or, to the Knowledge of the SellersSeller's Knowledge, threatened claims that (x) changed in any zoning laws or ordinances which may materially adversely affect any of the Existing Easements are not validReal Estate or Seller's use thereof;
(vii) as of Closing, the Seller will assign the Leases and its rights thereunder free of any mortgage, deed of trust, security interest or that the Sellers’ use thereof is, or the transfer thereof similar encumbrance;
(viii) to the Purchaser would beSeller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in violation of connection with the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise operation thereof and have been operated and maintained in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect accordance with applicable Law or authorization of laws, rules, and regulations; and
(ix) to the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7Seller's Knowledge, the Sellers shall convey all owner of their righteach leased facility has good and marketable title to the underlying parcel of real property, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Estate Encumbrances.
Appears in 1 contract
Real Property. (a) Schedule 4.4(a3.11 contains a complete list and description of all of ------------- the real property owned by Panel Concepts (the "Real Property") indicates 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 map attached thereto the Site and each other parcel of Standard Pacific to HON. Except as set forth on Schedule 3.11, the Real Property and indicates the Seller or the Sellers owning each parcel Leased Property represent all of the Real Property. Each such Seller is ------------- real estate interests used, owned or occupied by Panel Concepts during the owner five- year period prior to the date of this Agreement.
(b) Panel Concepts has good and has valid marketable fee simple title to each parcel of the Real Property indicated identified on Schedule 4.4(a) as being owned by such Seller, 3.11 free and clear of all Liens arising by, through or under SellersLiens, other ------------- than Permitted Liens.
(bi) The Sellers have Liens for taxes not received written notice from any Governmental Entity that a portion yet due, (ii) imperfections in title, if any, not material in amount and which, individually or in aggregate, do not materially interfere with the conduct of the Real PropertyBusiness, or any (iii) the matters 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 or improvement located thereonrestrictions, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health zoning restrictions and safety, fire, air, sanitation other easements and noise control; provided, however, no representation is made in this Section 4.4(b) restrictions existing generally with respect to matters properties of Environmental Law or compliance 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 Real Property therewithapplicable ------------ Leases. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (oras disclosed on Schedule 3.11, to the Sellers’ Knowledgebest of Standard Pacific's ------------- knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on no claim has been asserted against Panel Concepts adverse to Panel Concepts' rights in such Real Propertyreal estate interests.
(c) The structures, fixtures, buildings, improvements Each Lease is in full force and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTSeffect. There is no condemnation, expropriation or similar proceeding pending orNeither Panel Concepts nor, to the Sellers’ Knowledgebest of Standard Pacific's knowledge, threatened against any other party thereto, is in breach thereunder or in default thereunder (with or without lapse of time or the Real Property giving of notice or any improvement thereonboth).
(d) Schedule 1.1-A describes each of The Real Property and the Easement Facilities included within Leased Property, and the Assets. All such Easement Facilities are located either in (i) land owned present use by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms Panel Concepts of such Existing Easement real estate, does not violate any zoning, land use or any Lien affecting the land covered by the Existing Easementother Law, or that the Sellers are otherwise in default thereof, or (y) use of except for such public rights-of-way is violations as would not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSaggregate have a Material Adverse Effect.
Appears in 1 contract
Sources: Share Purchase Agreement (Standard Pacific Corp /De/)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other Each parcel of real property or facility leased, owned or being purchased by the Real Seller, including the Land (the “Partnership Property”), including the street address and, in the case of Partnership Property and indicates owned or being purchased, the legal description thereof, is set forth on Schedule 6.9. Schedule 6.9 identifies all (i) leases relating to real property leased from third-party landlords pursuant to which the Seller leases Partnership Property from such third-party landlord, including the Wine Bar Lease, the Restaurant Lease and the Warehouse Lease (collectively the “Leases”);(ii) deeds, outstanding mortgages and other encumbrances (including leases with third-parties) relating to real property owned or being purchased by the Sellers owning Partnership and (iii) all surveys or site plans with respect to each parcel Partnership Property. A copy of each Lease, survey and site plan has been delivered to Buyer or will be delivered to Buyer within 5 days of the Real Property. Each such Seller Contract Date and is the owner of a true and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liensaccurate copy.
(b) The Sellers have not received written notice from any Governmental Entity that a portion Seller has provided or will provide within 5 days of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bContract Date with a current preliminary title report issued by First American Title Company of Napa (the “Title Company”) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for (the “Preliminary Title Report”), together with a copy of each document referred to in the Preliminary Title Report, and copies of any applicable Permitted Lienexisting easements, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (orcovenants, restrictions, agreements, and other documents which affect title to the Sellers’ Knowledge, any threatened or proposed order) requiring Land and are not disclosed by the repair, removal or alteration of any improvement located on such Real PropertyPreliminary Title Report.
(c) The structures, fixtures, buildings, improvements All Leases are in full force and equipment (including the Facilities) effect and binding on the Real Property are being transferred at parties thereto and have not been amended; neither the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There Seller nor any other party to any Lease is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against in breach of any of the Real Property material provisions thereof; the landlord’s interest in any Lease has not been assigned to any third party nor has any such interest been mortgaged, pledged or hypothecated; and, the Seller has not assigned any such lease or sublet all or any improvement thereonpart of the Partnership Property which is the subject of any such lease.
(d) Except as set forth on Schedule 1.1-A describes each 6.9(d), to the best of the Easement Facilities included within Seller’s knowledge, there are no material physical or material mechanical defects in any building or other facility (each, a “Facility” and collectively, the Assets“Facilities”) located on any Partnership Property and each such Facility is in good condition and repair and in compliance with all applicable government requirements. All To the best of the Seller’s knowledge, there are no defects to any other improvements located on any Partnership Property, including, without limitation, the irrigation, frost control, drainage and wastewater and stormwater disposal systems, stakes, fencing, posts and trellising and all such Easement Facilities items are located in good operating condition and repair and in compliance with all applicable governmental requirements. Except as set forth on Schedule 6.9(d), to the best of the Seller’s knowledge, there is no evidence of ▇▇▇▇▇▇’▇ disease, ▇▇▇▇▇ bug, phylloxera, or other diseases or pests on or about the Partnership Property, including without limitation, the existing vines.
(e) The Land is one legal parcel and is comprised of approximately 167.54 acres of land: 23.18 net acres planted with modern vines, 8 acres of open plantable land, 26.36 acres of farmstead area, and the remaining acres are a wildlife preserve.
(f) To the best of the Seller’s knowledge, there are no leases, occupancy agreements, options, rights of first refusal or any other agreements or arrangements, either oral or written, that create or confer in any person or entity the right to acquire, occupy or possess, now or in the future, any Facility, any Partnership Property, or any portion thereof, or create in or confer on any person or entity any right, title or interest therein or in any portion thereof.
(g) Each Partnership Property and Facility in all material respects is fully licensed, permitted and authorized to carry on its current business under all applicable federal, state and local statutes, orders, approvals, zoning or land use requirements, rules and regulations, and no Partnership Property or Facility or the current use thereof constitutes a non-conforming use or is otherwise subject to any restrictions regarding the operation, renovation or reconstruction thereof.
(h) To the best of the Seller’s knowledge, all activities and operations at each Partnership Property and Facility are being and have been conducted in compliance in all respects with the requirements, criteria, standards and conditions set forth in all applicable federal, state and local statutes, orders, approvals, permits, zoning or land use requirements and restrictions, variances, licenses, rules and regulations.
(i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending orconditions or reasons which are likely to be the basis for revocation or suspension of any Partnership Property’s or Facility’s permits, licenses, consents, authorizations, zoning or land use permits, variances or approvals relating to such Partnership Property or Facility that is leased to the Knowledge Seller, and there are no circumstances, conditions or reasons which are likely to be the basis for revocation or suspension of any permits, licenses, consents, authorizations, zoning or land use permits, variances or approvals relating to any Partnership Property or Facility. Seller has not received any written notice or information regarding the Partnership Property’s failure to comply with or violation of any applicable law, rule, regulation, ordinance or government directive from any administrative or governmental authority or any restrictive easements or covenants affecting the Partnership Property.
(j) No Partnership Property owned or leased by the Corporation is the subject of, or would be materially affected by, any pending condemnation or eminent domain proceedings, and no such proceedings are threatened. Seller does not have knowledge of any condemnation, environmental, zoning, sewer moratorium, or other land-use proceedings, either instituted or planned to be instituted, which would affect the use and operation of the SellersPartnership Property, threatened claims that nor has Seller received notice of any special assessment proceedings affecting the Partnership Property.
(xk) any Seller has adequate rights of ingress and egress to and from the Partnership Property. No portion of the Existing Easements Partnership Property serves any adjoining property for any purpose. The Partnership Property is supplied with utilities and other services in such amounts as are not validreasonably necessary for their current use including water, or that the Sellers’ use thereof isgas, or the transfer thereof to the Purchaser would beelectricity, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easementirrigation, or that the Sellers are otherwise in default thereofdrainage facilities, 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. Subject to Section 6.7telephone, the Sellers shall convey sanitary and storm sewer service, all of their rightwhich services are installed, title provided and interest connected in accordance with all applicable Laws, and to are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSPartnership Property.
Appears in 1 contract
Real Property. (ai) Schedule 4.4(a) indicates Except as disclosed in writing to Purchaser, with respect to the real or immovable property owned by map attached thereto CE Franklin, all of which have been disclosed in writing to Purchaser (collectively, the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the "Owned Real Property. Each such Seller is "): (A) CE Franklin has valid, good and marketable fee simple title to, as both beneficial owner and legal title holder, the owner of and has valid title to each parcel of the Owned Real Property indicated on Schedule 4.4(a) as being owned by such SellerProperty, free and clear of all Liens any Encumbrance, except for Encumbrances arising by, through by Law in the ordinary course of business and security granted under the credit agreement between CE Franklin and Canadian Imperial Bank of Commerce; (B) there are no outstanding options or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion rights of first refusal to purchase the Owned Real Property, or any building portion thereof or improvement located thereon, currently violates any 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 proposed expropriation Proceedings that would result in the taking of all or any material respect, including those Laws relating to zoning, building, land use, 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 compliance part of the Owned Real Property therewith. Except for any applicable Permitted Lienor that would adversely affect the current use of the Owned Real Property; and (E) there are no leases, no property management agreements or other Contracts which relate to the title to, ownership, operation or management of the Owned Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, other than as registered on title to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Owned Real Property.
(cii) The structuresWith respect to real or immovable property leased or subleased by CE Franklin or leased or subleased to others by CE Franklin, fixturesall of which have been disclosed in writing to Purchaser, buildings(i) the lease or sublease for such property is valid, improvements legally binding, enforceable and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-ISin full force and effect, WHERE-ISand CE Franklin, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending orand, to the Sellers’ Knowledgeknowledge of CE Franklin, threatened against the landlord, is not in breach of or default under such lease or sublease except in such case as would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by CE Franklin or permit termination, modification or acceleration by any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17third party thereunder, or and (ii) no third party has repudiated or has the Existing Easements right to terminate or public rights-of-way pursuant to Law repudiate such lease or authorization sublease (except for the normal exercise of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, remedies in violation of the terms of such Existing Easement connection with a default thereunder or any Lien affecting termination rights set forth in the land covered by the Existing Easement, lease or that the Sellers are otherwise in default sublease) or any provision 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 1 contract
Real Property. The Company does not own any real property. Section 4.9 of the Disclosure Schedule lists and describes briefly (or attaches a copy of) all real property leased or subleased to the Company related to the Business and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has made available to the Buyer correct and complete copies of the leases and subleases (as amended to date) listed in Section 4.9 of the Disclosure Schedule. With respect to each lease and sublease listed (or required to be listed) in Section 4.9 of the Disclosure Schedule:
(a) Schedule 4.4(athe lease or sublease is in full force and effect and has not been amended;
(b) indicates by map attached thereto the Site lease or sublease will continue to be in full force and each other parcel effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing;
(c) neither the Company nor, to the knowledge of the Real Property Company, any other party to the lease or sublease is in material breach or default, and indicates no event has occurred which, with notice or lapse of time or both, would constitute a material breach or default or permit termination, modification or acceleration thereunder;
(d) there are no disputes, oral agreements, forfeiture proceedings or forbearance programs in effect as to the Seller lease or sublease;
(e) the Sellers owning each parcel Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;
(f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities as conducted during the periods covered by the Financial Statements;
(g) to the knowledge of the Real Property. Each such Seller is Company, the owner of the facility leased or subleased by the Company has good and has valid clear record and marketable title to each the parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through easement, covenant or under Sellersother restriction, except for recorded easements, covenants and other than Permitted Liens.restrictions;
(bh) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertyno construction, alteration or any building or other leasehold improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) work with respect to matters the lease or sublease remains to be paid for or performed by the Company;
(i) the Company is not obligated to pay any leasing or brokerage commission relating to such lease and will not have any obligation to pay any leasing or brokerage commission upon the renewal of Environmental Law or compliance any lease; and
(j) the Financial Statements contain adequate reserves in the Company’s reasonable opinion to provide for the restoration of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is property subject to any written governmental decree or order specifically issued with respect to such Real Property (orthe leases at the end of the respective lease terms, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned extent required by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSleases.
Appears in 1 contract
Sources: Asset Purchase Agreement (American Defense 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 (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate) (but excluding real property included in Retained Assets and indicates identified in Schedule 8). 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 those disclosed in Section 2(i) of the Sellers owning each parcel Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
ii. the Leases are and, as of Closing will be, legal, valid, binding, enforceable, and in full force and effect;
iii. 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. there are no disputes, oral agreements, or forbearance programs in effect between the Seller and any landlord 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 and as described 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 PropertyEstate; (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. Each such the Seller is 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, except as disclosed as Section 2(i) of the Disclosure Schedule, 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 has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Estate Encumbrances.
Appears in 1 contract
Real Property. (a) Schedule 4.4(aNeither Seller owns any Real Property. Section 1.01(a)(ii) indicates by map attached thereto the Site and each other parcel of the Real Property Disclosure Schedule contains a true and indicates the Seller or the Sellers owning correct list of each parcel of real property leased by either Seller (as lessor or lessee) and used or held for use in connection with the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted LiensBusiness.
(b) The Sellers have not received written notice from any Governmental Entity that Each Seller has a portion valid and subsisting leasehold estate in and the right to quiet enjoyment of the real properties subject to the Real PropertyProperty Leases described opposite such Seller's name in Section 1.01(a)(ii)(B) of the Disclosure Schedule for the full term of the lease thereof. Each such Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of such Seller and of each other Person that is a party thereto, and except as set forth in Section 2.13(b) of the Disclosure Schedule, there is no, nor has such Seller received any notice of any, default (or any building condition or improvement located thereonevent which, currently violates after notice or lapse of time or both, would constitute a default) thereunder. Neither Seller owes any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) brokerage commissions with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Propertyleased space.
(c) The structuresSellers have delivered to Purchaser prior to the execution of this Agreement true and complete copies of (i) all deeds, fixturesleases, buildingsmortgages, improvements deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys and equipment (including the Facilities) on similar documents, and all amendments thereof, with respect to the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending orand (ii) all Real Property Leases (including any amendments and renewal letters) and, to the Sellers’ Knowledgeextent reasonably available, threatened against any all other documents referred to in clause (i) of this paragraph (c) with respect to the Real Property or any improvement thereonLeases described in Section 1.01(a)(ii)(B) of the Disclosure Schedule.
(d) Schedule 1.1-A describes each Except as disclosed in Section 2.13(d) of the Easement Facilities included within Disclosure Schedule, no tenant or other party in possession of any of the Assets. All real properties subject to the Real Property Leases described in Section 1.01(a)(ii)(B) of the Disclosure Schedule has a right to purchase, or holds any right of first refusal to purchase, such Easement Facilities properties.
(e) Except as disclosed in Section 2.13(e) of the Disclosure Schedule, the Improvements are located either in (i) land owned by good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the Sellers or their Affiliates purposes for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There they are no pending orpresently being used and, to the Knowledge of the Sellers, there are no condemnation or appropriation proceedings pending or threatened claims that (x) against any of the Existing Easements are not valid, or that the Sellers’ use thereof is, such real property 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSimprovements thereon.
Appears in 1 contract
Sources: Asset Purchase Agreement (Graham Field Health Products Inc)
Real Property. (ai) Except as disclosed on Schedule 4.4(a) indicates by map attached thereto 5.1(l)(i), the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of Company does ------------------ not own, and has valid title never owned, any real property, and it has no outstanding options or rights of first refusal to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerpurchase any real property, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liensany portion thereof or interest therein.
(bii) Schedule 5.1(l)(ii) lists and describes briefly all real ------------------- property leased or subleased to the Company. The Sellers have not received written notice from any Governmental Entity that a portion Company has delivered to Parent correct and complete copies of the Real Propertyleases and subleases listed on Schedule 5.1(l)(ii) (as amended to date). With ------------------- respect to each lease and sublease listed on Schedule 5.1(l)(ii): -------------------
(1) the lease or sublease, as modified or any building or improvement located thereonamended, currently violates any Law is legal, valid, binding, enforceable, and in any material respectfull force and effect and will continue to be legal, including those Laws valid, binding, enforceable and in full force and effect on identical terms immediately following the consummation of the Merger; subject to laws of general application relating to zoningpublic policy, buildingbankruptcy, land useinsolvency and the relief of debtors and rules of law governing specific performance, health injunctive relief and safety, fire, air, sanitation other equitable remedies and noise control; provided, however, no representation is made in this Section 4.4(b) with respect subject further to matters of Environmental Law or compliance receipt of the Real Property therewith. Except for consent of the landlords of such premises as listed on Schedule 5.1(l)(ii); the landlord of ------------------- any applicable Permitted Lien, no Real Property is subject to any written governmental decree premises leased or order specifically issued with respect to such Real Property (or, subleased to the Sellers’ Knowledge, any threatened Company will not be entitled to recapture such leased or proposed order) requiring subleased space upon the repair, removal or alteration of any improvement located on such Real Property.Merger;
(c2) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the SellersCompany, threatened claims that no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(x3) any to the Knowledge of the Existing Easements Company, no party to the lease or sublease has repudiated any provision thereof;
(4) there are not validno material disputes, oral agreements, or that forbearance programs in effect as to the Sellers’ use thereof islease or sublease;
(5) with respect to each sublease, the representations and warranties set forth in subsections (1) through (4) above are true and correct with respect to the underlying lease;
(6) the Company has not subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the transfer thereof leasehold or subleasehold;
(7) with respect to the Purchaser would beCompany's leased facilities located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Suite 132, Carrollton, Texas and the U.K. Subsidiary's leased facilities located at Loughborough Park, ▇▇▇▇▇ Road, Loughborough, Leicestershire, England, the monthly rent and all other charges due under such leases are current and will have been paid in violation full through Closing;
(8) to the Knowledge of the terms Company, all facilities leased or subleased thereunder have received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(9) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities;
(10) there are no parties (other than the Company) in possession of such Existing Easement or leased property, other than tenants under any Lien affecting leases disclosed on Schedule 5.1(l)(ii) who are in possession of ------------------- space to which they are entitled; and
(11) the land covered by the Existing EasementCompany has received no notice of any pending condemnation proceedings, lawsuits, or that administrative actions relating to the Sellers are otherwise in default property or other matters affecting materially and adversely the current use, occupancy, or value 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear Knowledge of all Liens arising bythe Company, through or under the Sellers, other than Permitted Liens. The Easement Facilities none are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSthreatened.
Appears in 1 contract
Real Property. (ai) Schedule 4.4(a) indicates by map attached thereto Neither the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted LiensTarget nor its Subsidiaries owns any real property.
(bii) The Sellers have not received written notice from any Governmental Entity that a portion ss.3(n)(ii) of the Real PropertyDisclosure Schedule lists and describes briefly all real property leased or subleased to or by any of the Target and its Subsidiaries. The Target has provided the Buyer with access to correct and complete copies of the leases and subleases listed in ss.3(n)(ii) of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in ss.3(n)(ii) of the Disclosure Schedule:
(A) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(B) 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 or sublease that is material to the business, financial condition, operations, results of operations or future prospects of the Target and its Subsidiaries taken as a whole is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(D) no party to the lease or sublease has repudiated any building provision thereof;
(E) there are no disputes, oral agreements, or improvement located thereon, currently violates any Law forbearance programs in any material respect, including those Laws relating effect as to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bthe lease or sublease;
(F) with respect to matters of Environmental Law or compliance of each sublease, the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to such Real Property the underlying lease;
(orG) none of the Target and its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(H) each facility leased or subleased that is material to the business, financial condition, operations, results of operations or future prospects of the Target and its Subsidiaries taken as a whole thereunder have received all approvals of governmental authorities (including licenses and permits) required to be obtained by the Target or its Subsidiaries in connection with the operation thereof and have been operated and maintained, to the Sellers’ Knowledgeextent the Target and its Subsidiaries are required to do so, any threatened or proposed order) requiring the repairin all material respects in accordance with applicable laws, removal or alteration of any improvement located on such Real Property.rules, and regulations; and
(cI) The structures, fixtures, buildings, improvements all facilities leased or subleased thereunder are supplied with utilities and equipment (including other services necessary for the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any operation of the Real Property or any improvement thereonsaid facilities.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 1 contract
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property Owners have good and indicates the Seller or the Sellers owning each parcel of marketable fee simple title to the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising byencumbrances except as set forth in the Title Commitment, through encroachments by one parcel of Real Property on another parcel of Real Property, the Permitted Exceptions (see Section 6.2(a)) or under Sellers, other than Permitted Liens.otherwise disclosed to Buyer;
(b) The Sellers To Seller's knowledge, there are no claims, litigation, proceedings, inquiries, investigations, or disputes pending or threatened against or relating to the Real Property or Real Property Owners, and Real Property Owners do not know or have not received written notice from reason to know of any Governmental Entity that a ground for any such litigation or proceeding;
(c) Except for the Leases listed on the attached Schedule 3.21(c) (“Leases”), which Leases shall be terminated by Seller on or before Closing, there are no leases or other occupancy agreements affecting any portion of the Real Property, or any building or improvement located thereon, currently violates any Law and at Closing there will be no parties in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration possession of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any portion of the Real Property or parties with any improvement thereon.rights of possession to any portion of the Real Property except as referenced in Section 2.3;
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no maintenance or other contracts affecting the Real Property that cannot be terminated by the Real Property Owners at or before Closing;
(e) To Seller's knowledge, the Real Property is in full compliance with all federal, state, and local laws, statutes, ordinances, rules, regulations, and codes, including without limitation applicable zoning ordinances, and with all restrictions, covenants, easements, agreements, and other documents listed as exceptions in the Title Commitment, except encroachments by one parcel of Real Property on another parcel of Real Property, or otherwise disclosed to Buyer;
(f) There are no undisclosed obligations or agreements of Real Property Owners affecting the Real Property and to Seller's knowledge there are no actions, suits or proceedings pending oror threatened against or relating to Real Property Owners or all or any portion of the Real Property in any court or before any federal, state, county or municipal department, commission, board, agency or other governmental instrumentality which, if successful, would prevent Real Property Owners from completing the sale of the Real Property or prevent Buyer from using the Real Property for operating the Business consistent with past practices. Real Property Owners have not received notice of non-compliance with any applicable laws, ordinances, regulations, statutes, rules, covenants and restrictions pertaining to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Property.
Appears in 1 contract
Real Property. (a) Schedule 4.4(a4.1.13(a) indicates by map attached thereto the Site and each other parcel separately lists all of the Real Property and indicates real property owned by the Seller or (including the Sellers owning each parcel Plants) and used primarily in connection with the Business (the "Real Property"). Except as set forth in Schedule 4.1.13(a), the Seller has legal, valid, good and marketable title to all of the Real Property. Each such Seller is the owner , insurable at regular rates by a nationally recognized title insurer of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such SellerBuyer's choice, free and clear of all Liens arising by, through or under SellersLiens, other than the Permitted Liens. No part of the Real Property is subject to any assignment, lease, license, sublease, or other agreement granting to any Person any right to the possession, use, occupancy or enjoyment of the Real Property. The Seller has and shall deliver to Buyer at Closing actual and exclusive possession of all the Real Property, subject to the Permitted Liens.
(b) The Sellers have Real Property, and the improvements, buildings and structures thereon (the "Improvements"), constitute all of the real property used by the Seller primarily in the conduct of the Business, may continue to be used for the operation of the Business as currently operated, and comply with, and may be conveyed to the Buyer without violating, any federal, state, or local building, zoning, health, safety, platting, subdivision or other statute, ordinance or regulation, or any applicable private restriction. The Seller has received no notice that the current use of the Real Property and the Improvements is a pre-existing, nonconforming use, and no notice of the violation of any such legal requirement has been received by the Seller.
(c) Other than amounts owed for normal maintenance consistent with past practices, which amounts will be paid by Seller (and not Buyer) in full when due, the Seller does not owe any money to any architect, contractor, subcontractor or materialmen or any Person entitled to claim any Lien or other charge on any of the Real Property or any of the Improvements for labor, services or materials performed, rendered or supplied to or in connection with the Real Property or any of the Improvements, and there is no construction or other improvement work being done at nor are there any construction or other improvement materials being supplied to the Real Property or any of the Improvements.
(d) The Seller has received written notice from no notice, and it has no knowledge, of any Governmental Entity that a portion pending, threatened, or contemplated condemnation, expropriation or like proceedings, or of any administrative agency action, litigation, or other material proceeding of any kind (nor is there any basis for any such action), affecting the Real Property, or any part thereof, or of any assessments made or threatened with respect to the Real Property or any part thereof, or of any sales or other disposition of the Real Property, or any building part thereof, in lieu of condemnation.
(e) Except as disclosed on Schedule 4.1.13(e), the Seller has not received notice from any insurance company or improvement located thereon, currently violates board of fire underwriters requesting the performance of any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) work or alteration with respect to matters the Real Property or any of Environmental Law the Improvements, or compliance requiring an increase in the insurance rates applicable to the Real Property or any of the Improvements outside of the ordinary course of business, consistent with past practice.
(f) The Seller does not own or hold, and is not obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of the Real Property therewithProperty, or any portion thereof or interest therein.
(g) To Seller's knowledge, except as set forth on Schedule 4.1.13(g), all of the Improvements are structurally sound. Except for Seller has received no notice from any governmental authority that any of the Improvements are prior nonconforming structures under either the applicable Permitted Lien, no zoning regulations or the applicable building codes;
(h) The Real Property and the Improvements are serviced by all necessary utilities, including water, sewage, gas, electricity and telephone, and the Seller is subject to not aware of any written governmental decree or order specifically issued inadequacies with respect to such utilities for the operation of the Business consistent with Seller's past practices. All water, rail, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property and/or the Improvements are installed and operating and are sufficient to enable the Real Property and all of the Improvements to continue to be used and operated in the manner currently being used and operated, and any so-called hookup fees or other associated charges have been fully paid. Except as set forth on Schedule 4.1.13(h), each such utility or other service is provided by a public or private utility or service company and enters the Real Property from an adjacent public street or valid private easement owned by the supplier of such utility or other service which is part of the Real Property. The Seller will cooperate with the Buyer to negotiate with those utility services the terms of the continuation of service after the Closing. Except as set forth in Schedule 4.1.13(h), and except for recorded and insurable easements which will be in existence at Closing and part of the Real Property, no Improvement or portion thereof is dependent for its access, operation or any utility service (orincluding, to without limitation, water supply and/or disposition of waste water) on any land, building or other improvement not included in the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(ci) The structuresThere have been no additions, fixturesimprovements, buildings, improvements and equipment (including the Facilities) on alterations or changes of any nature whatsoever to the Real Property and/or the Improvements (other than additions, improvements, alterations or changes which are being transferred at not material and have been made indoors) since the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, date any surveys were provided to the Sellers’ KnowledgeBuyer.
(j) The Seller has delivered to the Buyer complete and correct copies of any leases, threatened against any memoranda of lease, assignments, subleases, trust agreements and other documents and instruments establishing Liens upon the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSencumbrances or restrictions of record.
Appears in 1 contract
Real Property. As of the Closing, Seller owns good and marketable fee simple title to the Real Property. The Real Property will be conveyed to Buyer free and clear of any and all liens, encumbrances or other restrictions except those more particularly described in Schedule 3.11 hereto and approved by Buyer (the “Permitted Encumbrances”). With respect to the Real Property:
(a) Except as described on Schedule 4.4(a3.1 1(a), Seller has not received during the past five (5) indicates by map attached thereto years 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 Site and each other parcel like relating to any part of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.operation thereof;
(b) The Sellers have Seller has not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for and its operation violate any applicable Permitted Lienzoning ordinances, nor, to the Seller’s Knowledge, will the Buyer’s operation of a psychiatric hospital on the Real Property result in a violation of any applicable zoning ordinance or the termination of any applicable zoning variance now existing, and Seller has received no written notice that the buildings and improvements constituting the Real Property are noncompliant with any building codes;
(c) Except as described on Schedule 3.11(c), the Real Property is subject to no easements, restrictions, ordinances, or such other limitations on title so as to make such property unusable for its current use or the title uninsurable or unmarketable or which materially restrict or impair the use, marketability or insurability of the Real Property;
(d) Except as described on Schedule 3.11(d) and subject to any written governmental decree applicable “grandfathered” or order specifically issued with respect to such Real Property other pre-existing rights and conditions under the Accessibility Laws (oras hereafter defined), to the Sellers’ Seller’s Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property is in required compliance in all material respects with the applicable provisions of the Rehabilitation Act of 1973, Title III of the Americans with Disabilities Act, and the provisions of any comparable state statute relative to accessibility (these laws are being transferred at referred to, collectively, as the Closing AS-IS“Accessibility Laws”), WHERE-IS, WITH ALL FAULTS. There and there is no condemnationpending, expropriation or similar proceeding pending or, to the Sellers’ KnowledgeKnowledge of Seller, threatened against litigation, administrative action or complaint (whether from state, federal or local government or from any other person, group or entity) relating to compliance of any of the Real Property or any improvement thereon.with the Accessibility Laws;
(de) Except as described on Schedule 3.11(e), there are no tenants or other persons or entities occupying any space in the Real Property, other than pursuant to tenant leases described in Schedule 3.11(e) 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 to any tenant, nor is any landlord improvement work required, except as disclosed in Schedule 3.11;
(f) Schedule 1.1-A describes each of 3.11(f) sets forth a “rent roll” which sets forth for any leases at the Easement Facilities included within the Assets. All such Easement Facilities are located either in Hospital where Seller or an Affiliate is landlord: (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or names of then current tenants; (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization rental payments for the then current month under each of the applicable Governmental Entity. There are no pending orleases; (iii) a list of all then delinquent rental payments; (iv) a list of all concessions granted to tenants; (v) a list of all tenant deposits and a description of any application thereof, and (vi) a list of all uncured material defaults under the leases known to Seller;
(g) Except as described on Schedule 3.11(g), Seller has not received any written notice of any existing, proposed or contemplated plans to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the taking of all or any part of the Real Property or that would materially and adversely affect the current use of any part of the Real Property;
(h) Except as described on Schedule 3.11(h), to Seller’s Knowledge, the Knowledge Real Property is not located within a one hundred year flood plain or an area identified by the Secretary of Housing and Urban Development as having “special flood hazards,” as such term is used in the SellersNational Flood Insurance Act of 1968, threatened claims that as amended and supplemented by The Flood Disaster Protection Act of 1973, and in regulations, interpretations and rulings thereunder; and
(xi) any of Except as described on Schedule 3.11(i). to Seller’s Knowledge, the Existing Easements existing improvements located upon the Real Property do not encroach upon adjacent premises or upon existing utility company easements and existing restrictions are not valid, or 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 violated by the Existing Easement, or that improvements located on 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Property.
Appears in 1 contract
Sources: Asset Purchase Agreement (Acadia Healthcare Company, Inc.)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyers correct and indicates the Seller or the Sellers owning each parcel complete copies of the Leases. With respect to the Real PropertyEstate:
i. the Leases are in full force and effect;
ii. Each such Seller 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. to Seller's Knowledge, except as set forth in the owner of and has valid title to each parcel Leases, none of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of properties subject to the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect rights of first refusal;
vi. to such Real Property (or, to the Sellers’ Seller's Knowledge, except for Permitted Encumbrances and as set forth in Section 2(i) of the Disclosure Schedule, there are no (i) structural or mechanical defects in any threatened of the buildings or proposed order) requiring the repair, removal or alteration of any improvement improvements located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation Estate; (ii) any pending or similar proceeding pending or, to the Sellers’ Knowledge, threatened against changes in any zoning laws or ordinances which may materially adversely affect any of the Real Property Estate or any improvement thereon.Seller's use thereof;
(dvii. Except as set forth in Section 2(i) Schedule 1.1-A describes each of the Easement Facilities included within Disclosure Schedule, the Assets. All such Easement Facilities are located either Seller has not assigned, transferred, conveyed, mortgaged, deeded in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17trust, or (ii) encumbered any interest in the Existing Easements Leases or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entityits rights thereunder;
viii. There are no pending or, to the Knowledge 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 Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use operation thereof is, or the transfer thereof to the Purchaser would be, and have been operated and maintained 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 accordance with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7laws, the Sellers shall convey all of their rightrules, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSregulations.
Appears in 1 contract
Real Property. Seller 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 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 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, mortgage liens, mechanics and materialmen' s liens, and judgment liens, which are not Permitted Encumbrances or Assumed Liabilities, are asserted against the Real Property, Seller shall obtain the release of such lien(s);
(b) Other than as may be set forth on Schedule 4.4(a) indicates by map attached thereto 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 Site and each other parcel like relating to any part of the Real Property and indicates the Seller or the Sellers owning each parcel operation thereof and, to Seller's knowledge, no such notice is threatened or contemplated;
(c) At Closing, Seller shall convey by special warranty deed (Acts of Cash Sale with special warranty) to Buyer good, marketable and merchantable fee simple (full ownership) or leasehold, as the case may be, title to the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising byany mortgage, through lien, restriction, agreement, claim, or under Sellersother encumbrance, other than except for the Permitted Liens.Encumbrances;
(bd) The Sellers have Real 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 received written notice from result in a material violation of any Governmental Entity that a portion 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 building part thereof, unusable for its current use or improvement located thereonunmarketable or unmerchantable;
(f) All utilities serving the Real Property are, and, to the extent within Seller's control, shall be at Closing, adequate to operate the Real Property in the manner it is currently violates any Law operated.
(g) Except for those tenants in any material respect, including those Laws relating to zoning, building, land use, 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 compliance possession of the Real Property therewith. Except for under the Contracts listed on Schedule 3.17, there are no parties in possession of, or claiming any applicable Permitted Lienpossession, no Real Property is subject to any written governmental decree adverse or order specifically issued with respect to such Real Property (ornot, to the Sellers’ Knowledgeor other interest in, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any portion of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17as lessees, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending tenants at sufferance, trespassers or, to the Knowledge Seller's knowledge, otherwise. No tenant is entitled to any rebate,
(h) Any division of the SellersReal Property by Seller or its Affiliates has been done in material compliance with all applicable subdivision, threatened claims that (x) any of the Existing Easements are not validzoning or other land use laws, regulations, ordinances or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSrequirements.
Appears in 1 contract
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto Except for the Site and each other parcel of land more particularly identified and described on Schedule 2.4(a) (the Real Property "Land"), the buildings and indicates improvements situated on the Seller Land located at or known as ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ (collectively, the Sellers owning each parcel "Building"), all right, title and interest of the Real Property. Each such Company, if any, in and to the land 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, the appurtenances and all the estate and rights of Seller is in and to the owner of Land and has valid Building, and all right, title to each parcel and interest of the Real Property indicated on Schedule 4.4(aCompany, if any, in and to the fixtures, equipment and other personal property attached or appurtenant to the Building (collectively, the "Premises") as being owned by such Sellerthe Company does not own, free and clear of all Liens arising byhave legal or equitable title in, through or under Sellers, other than Permitted Lienshave a leasehold interest in any real property.
(b) The Sellers have not received written notice from Company has, and at dosing will have, good and marketable title in fee simple to the Premises, free and clear of any Governmental Entity mortgage, lien claim, charge, exception, imperfection of title, encroachment, easement, right-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 a portion any title insurer licensed to do business in the State of the Real PropertyNew York shall be willing, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (orwithout special premium, to omit as exceptions to coverage or to except with insurance against collection out of or enforcement against the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real PropertyPremises.
(c) The structuresWith respect to the mortgages referred to on Schedule 2.4(b), fixtures, buildings, improvements and equipment (including the Facilities) no default or event of default on the Real Property are being transferred at part of the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending Company as mortgagor or, to the Sellers’ Knowledgeknowledge of the Seller, threatened against 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 Real Property giving of notice or passage of time, or both, 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 improvement thereonsuch 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) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are exists no pending or, to the Knowledge knowledge of Seller, threatened condemnation, eminent domain or similar proceeding with respect to, or which could affect the Premises, except that the tax lien of the SellersCity 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), threatened claims that (x) Seller has no actual knowledge of any of the Existing Easements are not validassessment 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 Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, Premises is being operated in violation of the terms applicable law. If copies of a certificate or certificates therefor have been exhibited to and initialed by Buyer or its representative, such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers copies 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 true copies of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSoriginals.
Appears in 1 contract
Real Property. (a) The real property described on Schedule 4.4(a3.7 constitutes a ------------ complete and correct summary description in all material respects of all of the interests in real estate (other than any real property leased by Seller pursuant to a lease described in Schedule 3.9) indicates used to any extent in the operation of the ------------ Station in the manner in which it has been and is now operated. Said real property, together with all improvements affixed thereto, is herein defined as the "Real Property."
(b) Seller does not owe any money to any architect, contractor, subcontractor or materialman for labor or materials performed, rendered or supplied to or in connection with the Real Property within the past four (4) months which shall not be paid in full on or before Closing. There is no work being done at or materials being supplied to the Real Property at the date hereof other than routine maintenance projects having an aggregate cost through completion thereof of no more than Ten Thousand Dollars ($10,000).
(c) To the best of Seller's knowledge the present use of the Real Property is in compliance with all applicable zoning codes in effect as of the date hereof, and Seller has not received any notices of uncorrected violations of the applicable housing, building, safety or fire ordinances. The Real Property is served by map attached thereto electricity and water in capacities adequate for the Site and each other parcel present use of the Real Property and indicates improvements thereon. Except as set forth on Section 3.9, Seller has not made any other agreement for the Seller sale or the Sellers owning each parcel lease ----------- of, or given any other person an option to purchase or lease or a right of the Real Property. Each such Seller is the owner of and has valid title first refusal to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerpurchase or lease, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion part of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of Seller has not subjected the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property liens (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS), WHERE-ISeasements, WITH ALL FAULTSrights, duties, obligations, convenants, conditions, restrictions, limitations or agreements not of record.
Appears in 1 contract
Sources: Local Programming and Marketing Agreement and Put/Call Agreement (Salem Communications Corp /De/)
Real Property. Set forth in SCHEDULE 4.14 is a complete and accurate description of 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 their businesses. Except as indicated in SCHEDULE 4.14:
(a) Schedule 4.4(a) indicates by map attached thereto the Site PSI and each other parcel of Subsidiary has, and at the Closing Date will have, good and marketable fee simple absolute title in and to all Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerit, free and clear of all Liens arising byLiens, through title defects, mortgages, pledges, security interests, easements, conditional sales agreements, transfer restrictions and other restrictions or under Sellersencumbrances of any kind whatsoever, except 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 erection and maintenance of public utilities, (iii) secured indebtedness reflected on the Financial Statements, and (iv) minor encumbrances which are not material in amount and zoning laws and other than Permitted Liens.land use restrictions that do not materially detract from the present or intended use of the Real Property;
(b) The Sellers PSI and each Subsidiary has, and at the Closing Date will have, good and valid title to the leasehold estates in all leased Real Property, free and clear of all Liens, easements, covenants, rights-of-way, transfer restrictions and other restrictions of any nature whatsoever;
(c) Each of the buildings and all roofs, fixtures and improvements located on the Real Property are in good operating condition, ordinary wear and tear excepted, and have not been properly maintained and repaired as necessary;
(d) Neither PSI nor any Subsidiary has received written notice from any Governmental Entity notice, nor is it aware, that a portion 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 building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to Subsidiary has received any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration oral notice of any improvement located on pending (i) change of such Real Property.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
(cf) The structures, fixtures, buildings, Neither PSI nor any Subsidiary has received any notice from any municipal body or other public authority requiring work to be done or improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against be made upon any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are and has no pending or, to the Knowledge of the Sellers, threatened claims that (x) enactment or adoption of any ordinance or resolution by any such body or authority authorizing work or improvements for which any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Property may be assessed.
Appears in 1 contract
Real Property. (a) Seller does not own any real property used in the Business. The only real property used in the Business and leased by Seller from other Persons is that located at 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (only that portion of such real property leased by the Seller containing approximately 15,173 square feet is hereby referred to as the “Chanhassen Leased Premises”). Schedule 4.4(a6.12(a) indicates by map attached thereto the Site contains a complete and each other parcel accurate list of all title reports, title insurance policies, appraisals and engineering, and similar studies and reports in respect of the Real Property and indicates the Chanhassen Leased Premises either prepared by or for Seller or of which Seller has Knowledge and which is in the Sellers owning each parcel Seller’s possession. Seller has provided Buyer with complete and accurate copies of all such items that are in the possession of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have Except as set forth in Schedule 6.12(b):
(i) To Seller’s Knowledge, the Chanhassen Leased Premises and the use by Seller thereof is not received written notice from in violation of any Governmental Entity that a portion recorded or unrecorded covenant or restriction or any building, zoning, subdivision, land use or other Legal Requirement pertaining to the ownership, condition, lease or use of real property. To Seller’s Knowledge, there are no pending or Threatened zoning, condemnation or eminent domain or other similar Proceedings against or affecting the Real PropertyChanhassen Leased Premises;
(ii) To Seller’s Knowledge, the buildings, improvements, structures and building systems (including, without limitation, electrical, gas, plumbing, piping, steam, waste and HVAC systems) included in the Chanhassen Leased Premises are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, improvements, structures, or building systems is in need of maintenance or repairs except for ordinary routine maintenance and repairs that are not material in nature or cost;
(iii) To Seller’s Knowledge, there are no outstanding written recommendations by any building of Seller’s or improvement located thereonits respective Affiliates’ workers’ compensation, currently violates property/casualty or other insurance carriers or any Law of their respective boards of fire underwriters or other body exercising similar function, in any material respectsuch case requiring or recommending any repairs or other works be done at the Chanhassen Leased Premises;
(iv) To Seller’s Knowledge, including those Laws relating the Chanhassen Leased Premises is serviced with utilities which are adequate for the Business as conducted through the date hereof and to zoningSeller’s Knowledge, buildingthere is no pending or Threatened curtailment in any such utility service; and
(v) The Chanhassen Leased Premises is used exclusively by Seller for the Business and Seller does not conduct any other business or operations at the Chanhassen Leased Premises. Except for the lease for the Chanhassen Leased Premises which is set forth in Schedule 6.12(a), land useSeller is not party to any recorded or unrecorded leases, health and safetysubleases, fireeasements, airlicenses, sanitation and noise control; providedconcessions, howeveroptions or other agreements, no representation is made in this Section 4.4(b) written or oral, with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental EntityChanhassen Leased Premises. There are no pending orPersons except Seller in possession of, to occupying or using the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSChanhassen Leased Premises.
Appears in 1 contract
Sources: Asset Purchase Agreement (Hei Inc)
Real Property. (ai) Schedule 4.4(a3(l)(i) indicates by map attached thereto lists and describes briefly all real property that Seller, with respect to the Site and Businesses, owns. With respect to each other such parcel of owned real property:
(A) Seller has as good and marketable title to the Real Property parcel of real property, subject to all matters of record, those matters which a physical inspection of the property would disclose, and indicates except for installments of special assessments not yet delinquent and governmental and other restrictions which do not impair the Seller current use, occupancy, value, or the Sellers owning each parcel marketability of title, of the Real Property. Each such property subject thereto ("Permitted Exceptions");
(B) to the Knowledge of either Seller is 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 owner property or other matters affecting the current use, occupancy, taxation or value thereof;
(C) to the Knowledge of and either Seller Seller has valid title not granted rights to each parcel any Person to possession of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through parcel or under Sellersreal property, other than Permitted Liensrights 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 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), Seller has not granted any written leases, subleases, licenses, concessions, or other agreements granting to any Person or Persons the right of use, possession or occupancy of the parcel of real property or any portion thereof.
(bii) The Sellers have not received written notice from any Governmental Entity that a portion Schedule 3(l)(ii) lists and describes briefly all real property leased or subleased to Seller in connection with the Businesses and all leased or subleased properties for the operation of the Real PropertyAcquired 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 effect against Seller;
(B) 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 the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default which would cost more than $50,000 to cure, in the aggregate, or any building permit termination, modification, or improvement located thereon, currently violates any Law in any material respect, including those Laws relating acceleration thereunder;
(D) to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, howeverSeller's Knowledge, no representation Person who is made a party to the lease or sublease has repudiated any provision thereof;
(E) there are no disputes, oral agreements, or forbearance programs in this Section 4.4(beffect as to the lease or sublease;
(F) with respect to matters of Environmental Law or compliance of each sublease, the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued representations and warranties set forth in subsections (A) through (E) above are true and correct in all material respects with respect to such Real Property the underlying lease; and
(orG) neither Seller, with respect to the Sellers’ KnowledgeBusinesses, any threatened or proposed order) requiring the repairhas assigned, removal or alteration of any improvement located on such Real Property.
(c) The structurestransferred, fixturesconveyed, buildingsmortgaged, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either deeded in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17trust, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) encumbered any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising byleasehold or subleasehold, through or under the Sellers, other than except in connection with Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSExceptions.
Appears in 1 contract
Real Property. (ai) Schedule 4.4(a) indicates by map attached thereto Except as would not reasonably be expected to have, individually or in the Site aggregate, a Barstow Material Adverse Effect, Barstow has good and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid marketable fee simple title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, real estate free and clear of all any Liens arising by, through or under Sellers, other than Permitted Liens.
(bLiens identified in Section 4(h)(i) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Barstow Disclosure Schedule. Section 4.4(b4(h)(i) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted LienBarstow Disclosure Schedule contains a true and complete list (including, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (orwithout limitation, to the Sellers’ Knowledgelegal descriptions), any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any as of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each date hereof, of the Easement Facilities included within owned real estate. As of the Assets. All such Easement Facilities are located either in date hereof, Barstow does not (i) land currently lease all or any part of the owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, real estate or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization has received written notice of the applicable Governmental Entity. There are no pending orany pending, and to the Knowledge of the SellersBarstow there is no threatened, threatened claims that (x) condemnation proceeding with respect to any of the Existing Easements are not owned real properties.
(ii) Section 4(h)(ii) of the Barstow Disclosure Schedule lists and describes briefly all real property leased or subleased to Barstow. The Member has delivered to Armada correct and complete copies of the leases and subleases listed in Section 4(h)(ii) of the Barstow Disclosure Schedule (as amended to date). To the Knowledge of Barstow, with respect to each lease and sublease listed in Section 4(h)(ii) of the Barstow Disclosure Schedule: (A) such lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (B) no party to such lease or that the Sellers’ use thereof issublease is in breach or default, and no event has occurred which, with notice or lapse of time, or the transfer thereof to the Purchaser both, would beconstitute a breach or default or permit termination, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easementmodification, or that the Sellers acceleration thereunder; and (C) there are otherwise in default thereofno disputes, oral agreements, or (y) use of forbearance programs in effect as to such public rights-of-way is not in compliance in any material respect with applicable Law lease or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsublease.
Appears in 1 contract
Sources: Member Interest Purchase Agreement (Armada Water Assets Inc)
Real Property. Neither Antenna nor any of the Antenna Subsidiaries owns any real property. Section 3.17 of the Disclosure Schedule lists and describes briefly all real property leased or subleased to Antenna and any of the Antenna Subsidiaries. Antenna has made available to Andrew correct and complet▇ ▇▇▇▇es of each such lease and sublease. Except as set forth in Section 3.17 of the Disclosure Schedule:
(a) Schedule 4.4(a) indicates by map attached thereto the Site each such lease or sublease is legal, valid, binding, enforceable and each other parcel of the Real Property in full force and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.effect;
(b) The Sellers have not received written notice from any Governmental Entity that a portion the consummation of the Real Property, transactions contemplated hereby will neither cause the termination of each such lease or any building or improvement located thereon, currently violates any Law sublease nor effect a change in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.its terms;
(c) The structures, fixtures, buildings, improvements and equipment (including neither Antenna nor any of the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending orAntenna Subsidiaries nor, to the Sellers’ Knowledgeknowledge of Antenna, threatened against any other party to such lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of the Real Property time, or any improvement thereon.both, would constitute a breach or default that would permit termination, modification or acceleration thereunder;
(d) Schedule 1.1-A describes each neither Antenna nor any of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending orAntenna Subsidiaries nor, to the Knowledge knowledge of Antenna, any other party to each such lease or sublease has repudiated or disputed any provision thereof;
(e) there are no oral agreements in effect as to each such lease or sublease;
(f) to the Sellersknowledge of Antenna, threatened claims that the representations and warranties set forth in clauses (xa) through (e) above are true and correct with respect to the lease underlying each such sublease; and
(g) neither Antenna nor any of the Existing Easements are not validAntenna Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or 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 encumbered 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 interest in any material respect with applicable Law leasehold or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsubleasehold.
Appears in 1 contract
Sources: Merger Agreement (Andrew Corp)
Real Property. (ai) Schedule 4.4(a) indicates by map attached thereto Neither the Site and each other parcel Target nor any of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liensits Subsidiaries owns any real property.
(bii) The Sellers have not received written notice from any Governmental Entity that a portion Section 3(o)(ii) of the Real PropertyDisclosure Schedule lists and describes briefly all real property leased or subleased to any of the Target and its Subsidiaries. The Target has delivered to the Parent correct and complete copies of the leases and subleases listed in Section 3(o)(ii) of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in Section 3(o)(ii) of the Disclosure Schedule:
(1) the lease or sublease is legal, valid, binding, enforceable and in full force and effect;
(2) 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;
(3) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder;
(4) no party to the lease or sublease has repudiated any building provision thereof;
(5) there are no disputes, oral agreements or improvement located thereon, currently violates any Law forbearance programs in any material respect, including those Laws relating effect as to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bthe lease or sublease;
(6) with respect to matters of Environmental Law or compliance of each sublease, the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued representations and warranties set forth in subsections (1) through (5) above are true and correct with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.underlying lease;
(c7) The structuresnone of the Target and its Subsidiaries has assigned, fixturestransferred, buildingsconveyed, improvements and equipment mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(8) all facilities leased or subleased thereunder have received all approvals of Governmental Entities (including Licenses) required in connection with the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.operation thereof and have been operated and maintained in accordance with all Laws;
(d9) Schedule 1.1-A describes each all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of the Easement Facilities included within the Assets. All such Easement Facilities are located either in said facilities; and
(i10) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the SellersTarget, threatened claims there are no restrictions that (x) any impair the current use or occupancy of the Existing Easements are not valid, or property that the Sellers’ use thereof is, or the transfer thereof is subject 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSlease.
Appears in 1 contract
Sources: Merger Agreement (Talk Com)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and 3.6 sets forth a description of each other parcel of real property or interest in real estate owned (or a plat depicting the location of easement interests), held under lease (or sublease) or otherwise used by Seller (including pursuant to an easement or license) and included in the Purchased Assets (the "Real Property").
(b) Except as disclosed in Schedule 3.6, Seller:
(i) owns and has good and defensible title in fee simple to the Real Property designated as "owned property" in Schedule 3.6 free and indicates the clear of all Encumbrances, limited in each case to matters arising by, through or under Seller or the Sellers owning each parcel (other than arising in connection with a transaction between Seller and any Affiliate of the Real Property. Each such Seller is the owner of and has valid title Seller) other than Permitted Encumbrances;
(ii) with respect to each parcel of the Real Property indicated on that is designated as "leased property" or "non-owned property" in Schedule 4.4(a) as being owned by 3.6, is the holder of the real estate right and interests reflected in such Sellerleases, easements and licenses, free and clear of all Liens Encumbrances other than Permitted Encumbrances; and
(iii) has reasonable rights of ingress and egress to and from all the Real Property from and to the public street systems for all customary street, road and utility purposes.
(c) Seller has not received any notice of any appropriation, condemnation or like proceeding relating to or affecting the Real Property or any part thereof, and, to Seller's Knowledge, no such proceeding has been threatened or commenced. No condemnation judgment or deed granted thereunder prohibits transfer to Buyer where called for by this Agreement of the interest in real estate acquired thereunder by Seller (or its predecessor).
(d) There are no outstanding rights of first refusal or options to purchase all or any part of the Real Property or any other right of participation in any of the Real Property designated as "owned property" in Schedule 3.6 arising by, through or under SellersSeller, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion and, to Seller's Knowledge, there are no outstanding rights of the Real Property, first refusal or options to purchase all or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real 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 Sellers’ Knowledge, threatened against any part of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each right of the Easement Facilities included within the Assets. All such Easement Facilities are located either participation in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, Real Property designated as "leased property" or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, "non-owned property" 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens Schedule 3.6 arising by, through or under Seller.
(e) Each agreement granting Seller an interest in the Sellers"non-owned property" in Schedule 3.6 is valid and binding in all material respects and is in full force and effect. Except as set forth in Schedule 3.6(e) (or as set forth in the applicable lease), there are no rents, licenses, fees or other sums and charges payable by Seller under any of the agreements relating to "non-owned property" or "leased property". Except as set forth in Schedule 3.6(e), there are no uncured defaults by Seller under any of the agreements relating to "non-owned property" and, to Seller's Knowledge, no event has occurred and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default or termination event or condition.
(f) All transmission lines included in the Purchased Assets were constructed, and have been operated and maintained, in accordance with Good Utility Practice. Seller has provided to Buyer a copy of each Certificate of Public Convenience and Necessity issued by the ICC and Known to Seller with regard to such transmission lines, and such certificates remain in force and effect or have been superseded by a blanket Certificate of Public Convenience and Necessity which remains in full force and effect. All Purchased Assets with such certificates were constructed and have been operated and maintained in accordance with the applicable Certificate of Public Convenience and Necessity. As of the date of this Agreement, the ICC has not directed (whether by Certificate, order under Section 8-503 of the Illinois Public Utilities Act, or otherwise) the construction or operation by Seller of any additional or modified facilities (other than Permitted Liensradial distribution facilities) any portion of which would operate at a nominal voltage of 100,000 volts or above. The Easement Facilities Except as set forth on Schedule 3.6(f), Seller has not agreed to construct or operate any additional or modified facilities (other than radial distribution facilities) any portion of which would operate at a nominal voltage of 100,000 volts or above.
(g) Schedule 3.6(g) lists the only municipalities in which Seller's transmission assets are being transferred AS-ISlocated in the municipal public rights of way.
(h) Except as set forth on Schedule 3.6(h), WHERE-ISthe transmission lines pursuant to which Seller is transmitting electricity are located on, WITH ALL FAULTSabove or below the Real Property described in Schedule 3.6.
Appears in 1 contract
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel Part 3.14 of the Real Property Disclosure Schedule sets forth a correct and indicates complete list (except for the Seller or Leases to which a German Subsidiary is a party (provided that the Sellers owning each parcel shall provide to Purchaser the schedules referenced in this Section 3.14(a) with respect to such Leases prior to Closing)) of: (i) all of the Real Property. Each such Seller Leases; (ii) the entity that is the owner tenant, subtenant, licensee, user or occupier under each Lease; (iii) a clear description of and has valid title the specific unit or space corresponding to each parcel Lease; (iv) the expiration date of each Lease (not taking into account any options to renew or extend thereunder), and the number and length of options to renew or extend the same; (v) the current monthly rent payable under each Lease; (vi) the security deposit and prepaid rents of more than one (1) month for each Lease; (vii) any outstanding agreements (whether written or oral) to amend or modify any Lease; and (viii) any material repairs or improvements to the real property that is the subject of each Lease that is currently planned or budgeted for by the Sellers, or that is necessary for the reasonable use, occupancy or operation of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted LiensTargeted Businesses.
(b) The Sellers Correct and complete copies of all Leases (other than those to which the German Subsidiaries are a party), and all amendments, modifications, guarantees and other material documents relating thereto, have not received written notice from any Governmental Entity that been made available to Purchaser in accordance with the terms of this Agreement.
(c) Each Lease is in full force and effect, is the legal, binding and enforceable obligation of either a portion Seller or a Target Subsidiary, and either a Seller or a Target Subsidiary holds a valid and existing leasehold estate thereunder.
(d) Neither the Sellers, nor the Target Subsidiaries nor to the Knowledge of the Real PropertySellers, any other party to a Lease, is in breach or any building default thereunder, and no event has occurred which, with notice or improvement located thereonlapse of time or both, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, 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 would constitute a breach or compliance of default by the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree Sellers or order specifically issued with respect to such Real Property (the Target Subsidiaries or, to the Knowledge of the Sellers’ Knowledge, any threatened other party thereto. The Sellers and the Target Subsidiaries have not, and to the Knowledge of the Sellers, no third party has, repudiated or proposed order) requiring the repair, removal or alteration disputed any provision of any improvement located on such Lease.
(e) Neither the Sellers nor the Target Subsidiaries have assigned, transferred, conveyed, mortgaged, hypothecated, pledged or otherwise encumbered any of their interest in the Leases or the Leased Real Property.
(cf) The structures, fixtures, buildings, improvements and equipment (including All of the Facilities) on the Leased Real Property are being transferred at is actively used in the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereonTargeted Businesses.
(dg) Schedule 1.1-A describes each To the Knowledge of the Easement Facilities included within Sellers, each individual Leased Real Property, and the AssetsSellers' and the Target Subsidiaries' use and occupancy thereof and operations thereat, is in material compliance with all Laws, including, without limitation: (a) the Americans with Disabilities Act, 42 U.S.C. Section 12102 et seq., together with all rules, regulations and official interpretations promulgated pursuant thereto; and (b) Laws concerning zoning, building, fire, life safety, health codes and sanitation. All such Easement Facilities are located either in (i) land owned by Neither the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant nor the Target Subsidiaries have received notice of, and to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization Knowledge of the applicable Governmental Entity. Sellers, there is not, any condition at the Leased Real Property which could give rise to any material violation of Law.
(h) There are no eminent domain, condemnation or other similar proceedings pending or, to the Knowledge of the Sellers, threatened claims threatened, affecting any portion of the Leased Real Property except for proceedings affecting Leased Real Property that (x) would not have, individually or in the aggregate, a material adverse effect on the Targeted Businesses. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation pending or, to the Knowledge of the Sellers, threatened, relating to the Leases or the ownership, lease, use, occupancy or operation by the Sellers, the Target Subsidiaries, or any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation their Affiliates of the terms Leased Real Property.
(i) The current use, occupancy and operation 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 Leased Real Property does not in compliance violate in any material respect with applicable Law any instrument of record or authorization agreement affecting the Leased Real Property, or the Lease relating to such Leased Real Property.
(j) Except as set forth in Part 3.14(j) of the applicable Disclosure Schedule, no damage or destruction has occurred with respect to any of the Leased Real Property that would have, individually or in the aggregate, a material adverse effect on the Targeted Businesses.
(k) There are currently in effect such insurance policies for the Leased Real Property as are customarily maintained with respect to similar properties. Correct and complete copies of all insurance policies maintained by the Sellers with respect to the Leased Real Property have been made available to Purchaser in accordance with this Agreement. All premiums due on such insurance policies have been paid by the Sellers or the Target Subsidiaries and the Sellers or the Target Subsidiaries will maintain such insurance policies from the date hereof through the Closing or earlier termination of this Agreement. Neither the Sellers nor the Target Subsidiaries have received, and to the Knowledge of the Sellers there is no, notice or request from any insurance company requesting the performance of any work or alteration with respect to the Leased Real Property or any portion thereof. Neither the Sellers nor the Target Subsidiaries have received notice from any insurance company concerning, nor to the Knowledge of the Sellers are there, any material defects or material inadequacies in the Leased Real Property, which, if not corrected, could result in the termination of insurance coverage or materially increase its cost.
(l) The Leased Real Property is in good condition and repair and adequate for the use, occupancy and operation of the Targeted Businesses, and to the Knowledge of the Sellers, there are no facts or conditions affecting any of the Leased Real Property as would have, individually or in the aggregate, a material adverse effect on the Targeted Businesses.
(m) Except as set forth in Part 3.14(m) of the Disclosure Schedule, there is no construction underway at any of the Leased Real Property, and all improvements, trade fixtures, furniture, furnishings and equipment installed by the Sellers or the Target Subsidiaries thereat have been or will be paid for in full by the Sellers or the Target Subsidiaries.
(n) To the Knowledge of the Sellers, legal access is available to all the Leased Real Property, and neither the Sellers nor the Target Subsidiaries have received notice to the contrary.
(o) All required permits, licenses, approvals and authorizations (collectively, the "REAL PROPERTY PERMITS") of Governmental Entity with Entities having jurisdiction over the use thereof. Subject to Section 6.7Leased Real Property, the absence of which would have a material adverse effect on the Targeted Businesses, have been issued to the Sellers shall convey or the Target Subsidiaries to enable the Leased Real Property to be lawfully used, occupied and operated for all of their rightthe purposes for which it is currently used, title occupied and interest operated, and are in full force and effect. The Sellers have made correct and complete copies of the Real Property Permits (other than those which pertain to the Existing Easements free and clear German Subsidiaries) available to Purchaser in accordance with this Agreement. Neither the Sellers nor the Target Subsidiaries have received any notice from any Governmental Entity threatening a suspension, revocation, modification or cancellation of all Liens arising byany Real Property Permit and, through or under to the Knowledge of the Sellers, there is no basis for the issuance of any such notice or the taking of any such action.
(p) All of the Leased Real Property is adequately served by utilities and services necessary for the use, occupancy and operation thereof, including, without limitation, electricity, water, gas, sewer, and waste disposal.
(q) Neither the Sellers nor the Target Subsidiaries hold any interest in real property that is actively used in the Targeted Businesses, other than Permitted Liensthe Leased Real Property. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSThere is no real property material to the operations of the Targeted Businesses other than the Leased Real Property.
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Sources: Asset Purchase Agreement (Sylvan Learning Systems Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto Neither the Site and each Company nor any other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted LiensCompany Party owns any fee interest in any real property.
(b) The Sellers have not received written notice from Schedule 3.25 sets forth a true, correct and complete list of all real property leases, subleases or licenses pursuant to which the Company or any Governmental Entity that of its Subsidiaries is a portion 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 Real Propertylessors, lessees, sublessors, sublessees, licensors or licensees, the term thereof (referencing applicable extension or renewal periods), the rent payment terms and the current use. The Company has delivered to the Purchaser true, correct and complete copies of each such lease, sublease or license. The Purchaser hereby acknowledges receipt of each lease, sublease or license listed on such Schedule. The real property interests described or listed on Schedule 3.25 constitute all of the leasehold interests in real property leased or otherwise held for use by the Company and its Subsidiaries. With respect to each such lease, sublease and license, except as set forth on Schedule 3.25:
(i) such lease, sublease and license is legal, valid, binding and enforceable against the parties thereto and is in full force and effect;
(ii) no party thereto is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or any building acceleration thereunder;
(iii) there are no disputes, oral agreements or improvement located thereon, currently violates any Law forbearance programs in any material respect, including those Laws relating to zoning, building, land use, 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 compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject effect as to any written governmental decree such lease, sublease or order specifically issued with respect to such Real Property license; and
(oriv) neither the Company nor any of its Subsidiaries has assigned, to the Sellers’ Knowledgetransferred, conveyed, mortgaged, deeded in trust or encumbered any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Propertyinterest therein.
(c) The structuresNo Consent of any party to any lease, fixturessublease or license is required in connection with the execution, buildingsdelivery or performance of this Agreement, improvements and equipment (the Note or the other Investment Document, including the Facilities) on amendment, restatement and issuance of the Real Property are being transferred at Securities, and the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against exercise of any remedies under any of the Real Property Collateral Documents, and no such event shall be prohibited by, or shall constitute a default under, any improvement thereonsuch lease, sublease or license.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are parking lots located either in (i) land owned on any real property leased by the Sellers Company or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements its Subsidiaries are not valid, or 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. Subject to Section 6.7Applicable Law, the Sellers shall convey all of their rightincluding zoning requirements, title and interest in are adequate for its employees and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSbusiness operations.
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Real Property. (ai) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property and indicates the The Seller neither owns nor has any right or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title obligation to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liensacquire any real property.
(bii) The Sellers have not received written notice from any Governmental Entity that a portion (S)3(m)(ii) of the Real PropertyDisclosure Schedule lists and describes briefly all real property leased or subleased to the Seller. The Seller has delivered to the Buyer correct and complete copies of the leases and subleases listed in (S)3(m)(ii) of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in (S)3(m)(ii) of the Disclosure Schedule:
(A) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(B) 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 (S)2 above);
(C) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(D) no party to the lease or sublease has repudiated any building provision thereof;
(E) there are no disputes, oral agreements, or improvement located thereon, currently violates any Law forbearance programs in any material respect, including those Laws relating effect as to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bthe lease or sublease;
(F) with respect to matters of Environmental Law or compliance of each sublease, the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.underlying lease;
(cG) The structuresthe Seller has not assigned, fixturestransferred, buildingsconveyed, improvements and equipment mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(H) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the Facilities) on the Real Property are being transferred at the Closing AS-ISoperation thereof and have been operated and maintained in accordance with applicable laws, WHERE-ISrules, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.and regulations; and
(dI) Schedule 1.1-A describes each all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or 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. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsaid facilities.
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