Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company. (b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 8 contracts
Sources: Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 5 contracts
Sources: Equity Purchase Agreement (AIRO Group Holdings, Inc.), Equity Purchase Agreement (AIRO Group Holdings, Inc.), Equity Purchase Agreement (AIRO Group Holdings, Inc.)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as ““ Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To the Target Company’s Knowledge, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 4 contracts
Sources: Merger Agreement (AIRO Group Holdings, Inc.), Merger Agreement (AIRO Group Holdings, Inc.), Merger Agreement (AIRO Group Holdings, Inc.)
Title to Assets; Real Property. (a) The Target No member of the Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a3.11(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target CompanyCompany Group;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target CompanyCompany Group; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanyCompany Group.
(b) Section 3.10(b3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Target CompanyCompany Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned leased Real Property, the Target Company Seller has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Target CompanyCompany Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Target CompanyCompany Group. There are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 4 contracts
Sources: Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Document Security Systems Inc)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.)
Title to Assets; Real Property. (a) The Target Company or one of the Company Subsidiaries owns, and has good and valid title to, each of the tangible assets reflected as owned by the Company or the Company Subsidiaries on the Latest Balance Sheet (and, except for tangible assets sold or disposed of since that date in the case Ordinary Course of Business) free of any liens or Encumbrances (other than Permitted Encumbrances). The material properties and tangible assets owned or leased by the Company and the Company Subsidiaries are sufficient (subject to normal wear and tear) to operate their businesses in substantially the same manner as they are currently conducted by the Company and the Company Subsidiaries.
(b) Part 3.11(b) of the Company Disclosure Schedule lists each real property that is owned by the Company or any Company Subsidiary as of the date of this Agreement (such property, together with any real property acquired by the Company after the date of this Agreement (which will have been so acquired in compliance with Section 5.1), the “Owned Real Property”). Except as disclosed in Part 3.11(b) of the Company Disclosure Schedule, each of the Company and or a Company Subsidiary has good title to the Owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “all Encumbrances, other than Permitted Encumbrances”):
. Except as set forth on Part 3.11(b) of the Company Disclosure Schedule, (i) those items there are no outstanding Contracts for the sale of any of the Owned Real Property, (ii) there are no leases, subleases, licenses, concessions or any other Contracts granting to any Person other than the Company or any of the Company Subsidiaries any right to the possession, use, occupancy or enjoyment of any of the Owned Real Property or any portion thereof and (iii) there are no easements, covenants, rights-of-way and other similar restrictions of record, if any, that, individually or in the aggregate, materially impair, or would reasonably be expected to impair materially, the continued use and operation of the Owned Real Property to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conducted. Any reciprocal easements, operating agreements, option agreements, rights of first refusal or rights of first offer with respect to any Owned Real Property are set forth in Section 3.10(aPart 3.11(b) of the Company Disclosure Schedules;
(ii) liens for Taxes not yet due Schedule. There are no physical conditions or defects at any of the Owned Real Property which materially impair or would be reasonably expected to materially impair the continued operation of such facility as presently conducted. The present use of the land, buildings, structures and payable;
(iii) mechanicsimprovements on the Owned Real Property are, carriers’in all material respects, workmen’sin conformity with all Legal Requirements, repairmen’s including all applicable zoning laws, ordinances and regulations and with all registered deeds or other like liens arising or incurred in the ordinary course restrictions of business consistent with past practice or amounts that are not delinquentrecord, and which are neither the Company nor any of the Company Subsidiaries, as the case may be, has received any written notice of violation thereof, except for such nonconformities or violations that do not, and would not, individually or in the aggregate, reasonably be expected to materially interfere with the operations at the Owned Real Property as presently conducted (or as would be conducted at full capacity). Neither the Company nor any of the Company Subsidiaries, as the case may be, has received any written notice of any material conflict or dispute with any Governmental Entity or other Person relating to any Owned Real Property or the activities thereon, other than where there is no current or reasonably likely material interference with the operations at the Owned Real Property as presently conducted (or as would be conducted at full capacity). As of the date hereof, there are no existing, or to the business knowledge of the Target Company;, any threatened or pending condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting the Owned Real Property or any portion thereof.
(ivc) Part 3.11(c) of the Company Disclosure Schedule lists each real property that is leased by the Company or any Company Subsidiary as of the date of this Agreement, pursuant to which the Company or such Company Subsidiary is required to pay a monthly rental in excess of $50,000 (such property, together with any such lease entered into by the Company or a Company Subsidiary after the date of this Agreement which will have been so acquired in compliance with Section 5.1, the “Leased Real Property”). Except as disclosed in Part 3.11(c) of the Company Disclosure Schedule, the Company or a Company Subsidiary holds a valid leasehold interest in the Leased Real Property free and clear of all Encumbrances, other than Permitted Encumbrances or Encumbrances encumbering a lessor’s interest in the Leased Real Property incurred by the lessor. Each of the leases under which the Leased Real Property is held (A) is in full force and effect, and (B) is enforceable against the Company or the Company Subsidiaries and the other party or parties thereto, in accordance with its terms, except as the same may be limited by (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. No material default exists under any lease under which the Leased Real Property is held to which the Company or any of the Company Subsidiaries is a party and no circumstance exists which, with the giving of notice, the passage of time or both, is reasonably likely to result in such a default. Except as set forth on Part 3.11(c) of the Company Disclosure Schedule, there are no material subleases, licenses, concessions or any other Contracts or agreements to which the Company or any of the Company Subsidiaries is a party or by which any of them is otherwise bound granting to any Person or entity other than the Company or any of the Company Subsidiaries any right to the possession, use, occupancy or enjoyment of any of the Leased Real Property or any portion thereof. Any material reciprocal easements, operating agreements, option agreements, rights of way, zoning ordinances and other similar encumbrances affecting first refusal or rights of first offer to which the Company or any of the Company Subsidiaries is a party or by which any of them is otherwise bound with respect to any Leased Real Property are set forth in Part 3.11(c) of the Company Disclosure Schedule. There are no physical conditions or defects at any of the Leased Real Property which materially impair or would be reasonably expected to materially impair the continued operation of such facility as presently conducted. As of the date hereof, there are no existing, or to the knowledge of the Company, any threatened or pending condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting the Leased Real Property or any portion thereof. The present use of the land, buildings, structures and improvements on the Leased Real Property are, to the knowledge of the Company, in conformity with all Legal Requirements, including all applicable zoning laws, ordinances and regulations and with all registered deeds or other restrictions of record, and neither the Company nor any of the Company Subsidiaries, as the case may be, has received any written notice of violation thereof, except for such nonconformities or violations that would not, individually or in the aggregate, material reasonably be expected to have a Company Material Adverse Effect. Neither the business Company nor any of the Target Company; or
(v) Company Subsidiaries, as the case may be, has received any written notice of any conflict or dispute with any Governmental Entity or other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and Person relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof the activities thereon, other than where there is no current or interest therein in reasonably likely material interference with the nature operations at the Leased Real Property as presently conducted (or in lieu of condemnation or eminent domain proceedingsas would be conducted at full capacity).
Appears in 3 contracts
Sources: Merger Agreement (Biosite Inc), Merger Agreement (Beckman Coulter Inc), Merger Agreement (Biosite Inc)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Company’s Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances Encumbrances, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity and except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s ’s, or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b3.09(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy occupancy, or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
(c) Except as set forth on Disclosure Schedule Section 3.09(c), neither the Company nor any of its Affiliates has engaged in or permitted any operation or activity at or upon, or any use or occupancy of, any Real Property for the purpose of manufacturing, generating, handling, storing, transferring, treating or disposing of, or in any way involving release of, any Hazardous Materials on, under, in or about any Real Property; and (ii) no Hazardous Materials have been released on, into, upon or about any Real Property, and to the Seller’s Knowledge, no Hazardous Materials have migrated from or to any adjacent properties.
Appears in 3 contracts
Sources: Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.)
Title to Assets; Real Property. (a) The Target Company TMG (or another member of the TMG Group) has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all TMG Real Property and personal property and other assets reflected in the Annual TMG Audited Financial Statements or acquired after the TMG Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the TMG Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"TMG Permitted Encumbrances”"):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of TMG or the Target Companyother members of the TMG Group, as applicable;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting TMG Real Property Property, as applicable, which are not, individually or in the aggregate, material to the business of TMG or the Target Companyother members of the TMG Group, as applicable; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of TMG or the Target Companyother members of the TMG Group, as applicable.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the TMG Real Property in the conduct of the Target Company’s TMG Group's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of TMG or another member of the Real Property TMG Group encroach on real property owned or leased by a Person other than the Target CompanyTMG Real Property, as applicable. There are no Actions pending noror, to the Target Company’s KnowledgeKnowledge of Buyer and TMG, threatened threatened, against or affecting the TMG Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 3 contracts
Sources: Equity Purchase Agreement, Equity Purchase Agreement (Troika Media Group, Inc.), Goodwill Purchase Agreement (Troika Media Group, Inc.)
Title to Assets; Real Property. (a) The Target Company Except as has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquentresulted, and which are notwould not reasonably be expected to result, individually or in the aggregate, in a NV5 Material Adverse Effect, (i) each NV5 Entity owns good and valid marketable title to, or in the case of leased assets, has valid, binding, enforceable and subsisting leasehold interests in, all tangible, personal and real property assets used in the business of such NV5 Entity as currently conducted, free and clear of any Lien thereon (except for any Permitted Lien), and (ii) each NV5 Entity’s tangible, personal and real property assets (including NV5 Real Property), except for obsolescence in the Ordinary Course of Business, are in good condition, repair and operating condition (subject to ordinary wear and tear), have been maintained, repaired and refurbished in the Ordinary Course of Business and are useable or saleable in the Ordinary Course of Business.
(b) No NV5 Entity owns, and has not owned at any time, any real property, or any interest in real property.
(c) Prior to the date hereof, NV5 has made available to Acuren a complete and correct list of each material real property leased, subleased, sub-subleased, licensed or otherwise occupied, or used, by a NV5 Entity (the “NV5 Leased Real Property”), together with true, correct and complete copies of any and all material leases, subleases, sub-subleases, licenses, occupancy agreements, purchase options, lease guaranties, and related agreements and documents thereunder, and all material amendments, terminations and modifications thereof (collectively, the “NV5 Real Property Leases”). The applicable NV5 Entity has a valid, binding and enforceable leasehold interest under each of the NV5 Real Property Leases, and enjoys possession of the relevant NV5 Leased Real Property, in each case, free and clear of any Lien thereon (except for any Permitted Lien), and each of the NV5 Real Property Leases is in full force and effect. No security deposit or portion thereof deposited with respect to such NV5 Real Property Lease has been applied in respect of a breach or default under such NV5 Real Property Lease which has not been redeposited in full within the time period provided in such NV5 Real Property Lease. With respect to any NV5 Leased Real Property, (i) any leasehold interest in the NV5 Leased Real Property is not encumbered by a leasehold mortgage or by any subtenancy or other right to occupy or use any portion of the NV5 Leased Real Property or the NV5 Owned Improvements (as defined below) or personal property thereon, (ii) NV5 has not received written notice from any other Person of any default in the material performance of any obligations under any of the NV5 Real Property Leases or from any subtenant with respect to any sublease and (iii) to NV5’s Knowledge, there has been no act or omission or other circumstance that, if uncured, would ripen into a material breach or material default by NV5 or any other Person under the terms of any of the NV5 Real Property Leases or any sublease to which NV5 is a party. As of the date hereof, no party to any NV5 Real Property Lease has exercised any termination rights with respect thereto or given any notice to any landlord under any NV5 Real Property Lease indicating it will not be exercising any extension or renewal options under such NV5 Real Property Lease. The NV5 Real Property constitutes all of the material real property used in the businesses of the NV5 Entities as currently conducted. There are no parties other than a NV5 Entity occupying the NV5 Real Property, and none of the NV5 Entities has vacated or abandoned any of the NV5 Real Properties nor given notice of its intent to do the same.
(d) All improvements, buildings, structures, fixtures, building systems and equipment (“Improvements”) included in the NV5 Leased Real Property (the “NV5 Owned Improvements” and, together with the NV5 Leased Real Property, collectively, the “NV5 Real Property”) have been maintained in the Ordinary Course of Business and are in satisfactory condition and repair in all material respects. The NV5 Real Property is in compliance in all material respects with all applicable Laws related to the business currently being conducted on such NV5 Real Property, and the NV5 Entities have all material certificates of occupancy and Permits of any Governmental Authority necessary for the Target Company;
(iv) easementscurrent use and operation of each parcel of NV5 Real Property. Except as has not resulted, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are notwould not reasonably be expected to result, individually or in the aggregate, material to in a NV5 Material Adverse Effect, (i) there are currently in effect such insurance policies for the business of the Target Company; or
(v) other than NV5 Real Property as are customarily maintained with respect to owned similar properties, and no damage or destruction has occurred with respect to any of the NV5 Real PropertyProperty that would not be reasonably likely to be covered by an enforceable insurance policy, liens arising under original purchase price conditional sales contracts (ii) all premiums due on such insurance policies have been paid by the applicable NV5 Entity, (iii) none of the NV5 Entities have, since December 31, 2021, received any written notice or request from any insurance company requesting the performance of any work or alteration with respect to the NV5 Real Property or any portion thereof and, to NV5’s Knowledge, no such notice or request has been threatened and equipment leases with third parties entered into (iv) since December 31, 2021, none of the NV5 Entities has received any written notice from any insurance company concerning, and there are no defects or inadequacies in the ordinary course NV5 Real Property that, if not corrected, would result in the termination of business consistent with past practice which are notinsurance coverage or increase its cost.
(e) Except as has not resulted, and would not reasonably be expected to result, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists in a NV5 Material Adverse Effect: (i) there is no Action pending or, to NV5’s Knowledge, threatened with respect to the street address appropriation, condemnation or exercise of each parcel of eminent domain with respect to any NV5 Real Property; (ii) if such property there is leased no Action pending, initiated by or subleased by on behalf of any NV5 Entity to change or redefine the Target Company, the landlord under the lease, the rental amount currently being paidzoning or land use classification of any NV5 Real Property, and the expiration of the term of such lease or sublease for each leased or subleased propertyno NV5 Entity has received notice thereof; and (iii) the current use there are no sales or other dispositions of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the NV5 Real Property or any portion part thereof or interest therein in the nature or in lieu of condemnation any such Actions. There is no current material construction or eminent domain proceedingscapital improvement project on or with respect to any NV5 Real Property.
Appears in 3 contracts
Sources: Merger Agreement (NV5 Global, Inc.), Merger Agreement (Acuren Corp), Merger Agreement (Acuren Corp)
Title to Assets; Real Property. (a) The Target Company has good and good, valid (and, in the case of owned Real Property, good and marketable fee simple, or if title to the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected held by it as of the date hereof, as disclosed in writing to Buyer prior to the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Datedate hereof. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) the Operating Lease;
(ii) those items set forth in Section 3.10(a3.07(a)(ii) of the Disclosure Schedules;
(iiiii) liens for Taxes not yet due and payable;
(iiiiv) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(ivv) easements, rights of way, zoning ordinances and other similar encumbrances entitlements affecting the Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(vvi) other than with respect to owned the Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists With respect to Real Property (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, a copy of the Operating Lease by which NECC leases and operates the Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Target Company and relating to the Real Property. With respect ; (ii) except as set forth in the Operating Lease, Seller has granted no Person any right (including, without limitation, any option, right of first refusal, or right of first) in or to leased such Real Property, and to Seller’s Knowledge no such rights or claims by another Person in or to such Real Property exist; and (iii) the Target Company has delivered or made available and NECC each have a valid and enforceable leasehold interest under the Operating Lease relating to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target , subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in an Action at law or in equity), and the Operating Lease is in full force and effect and constitutes a valid and binding obligation of the Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to and NECC, enforceable against the possession, lease, occupancy or enjoyment of any leased Real Property. Company and NECC in accordance with its terms.
(c) The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s KnowledgeKnowledge of Seller, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
(d) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to Seller’s Knowledge, threatened with respect to the Real Property, and the Company has not received written notice of any such proceedings.
(e) To Seller’s Knowledge, the Company is in peaceful and undisturbed possession of each parcel of Real Property and there are no contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, including, without limitation, in connection with its operation of the CCC. Except for the Operating Lease, the Company has not leased or subleased all or any portion of Real Property to any other Person and, to Seller’s Knowledge, no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (4Front Ventures Corp.), Membership Interest Purchase Agreement
Title to Assets; Real Property. (a) The Target Company ▇▇▇▇▇▇ has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, to all Real Property and personal property and other assets reflected in the Annual Financial Statements ▇▇▇▇▇▇ Balance Sheet or acquired after the ▇▇▇▇▇▇ Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the ▇▇▇▇▇▇ Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances Liens except for the following (collectively referred to as “"Permitted Encumbrances”"):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company▇▇▇▇▇▇;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of ▇▇▇▇▇▇; or
(iv) security interests under the Target Company.Inventory Security Agreement, dated August 7, 2018, by and between ▇▇▇▇▇▇ and CIT Group/Commercial Services, Inc.
(b) ▇▇▇▇▇▇ does not currently and has never owned any real property or any option to acquire any real property.
(c) Section 3.10(b) 4.10 of the Disclosure Schedules lists (i) the street address sets forth a list of each parcel of Real Property; (ii) if such property is leased existing lease or subleased by similar agreement showing the Target Company, the landlord under the lease, the rental amount currently being paid, parties thereto and the expiration of the term of physical address covered by such lease or sublease for each leased other agreement (the “Lease Agreements”) under which ▇▇▇▇▇▇ is lessee of, or subleased property; and holds or operates, any real property owned by, used in or relating to ▇▇▇▇▇▇ (iii) the current use of such property. With respect to owned “Leased Real Property, ”). Each Lease Agreement for the Target Company Leased Real Property has delivered been provided or made available to Holdings true, complete Denim is in full force and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Propertyeffect. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company ▇▇▇▇▇▇ is not a sublessor or grantor in breach under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment terms of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingssuch Lease Agreements.
Appears in 2 contracts
Sources: Merger Agreement (Digital Brands Group, Inc.), Merger Agreement (Denim LA, Inc.)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Interim Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) statutory liens for Taxes not yet due and payable;; and
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) The Company owns no real property. Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is Property leased or subleased by the Target Company, the landlord under the leaselease or sublease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; , and (iii) the current use of such property. With respect to owned leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting the Real Property. The Target Except as expressly disclosed in Section 3.10(b) of the Disclosure Schedules, the Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of To the Real Property encroach on real property owned or leased by a Person other than the Target Company. There ’s Knowledge, there are no Actions pending nor, to the Target Company’s Knowledge, or threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.)
Title to Assets; Real Property. (a) The Target Company has Entities have good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements Balance Sheet or acquired after the Balance Sheet Date, other than properties and assets (not including Real Property) sold or otherwise disposed of in the ordinary course Ordinary Course of business Business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the items set forth in Section 3.10(a) of the Disclosure Schedules and the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens Encumbrances for Taxes not yet due and payablepayable or that are being contested in good faith for which appropriate reserves have been established in accordance with GAAP;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course Ordinary Course of business consistent with past practice Business or amounts that are not delinquent, or, if delinquent, that are being contested in good faith and which are not, individually or in the aggregate, material to the business of the Target CompanyCompany Entities;
(iviii) easements, rights of way, covenants, restrictions of record, maps, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually do not interfere with the use or in the aggregate, material to the business operation of the Target Company; orsuch Real Property as such Real Property is presently used or operated;
(viv) other than with respect to owned Real Property, liens Encumbrances arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course Ordinary Course of business consistent with past practice Business which are not, individually or in the aggregate, material to the business of the Target CompanyCompany Entities; or
(v) Encumbrances arising under or in connection with (A) the Assumed Indebtedness or (B) Indebtedness that will be discharged at Closing.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Companya Company Entity, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such propertyReal Property. Except as set forth in a lease applicable to leased Real Property, no Company Entity is a party to any agreement or option to purchase any Real Property or interest therein. With respect to owned Real Property, the Target Company has Entities have delivered or made available to Holdings Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company Entity acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company Entities and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting the such leased Real Property. The Target No Company Entity is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The Company Entities’ present use and operation of the Real Property in the conduct of the Target Company’s Company Entities’ business as presently conducted do not violate in any material respect (I) any LawLaw (other than Federal Cannabis Laws), or (II) to the Company’s Knowledge, covenant, condition, restriction, easement, license, permit or agreement, applicable to the Real Property. No To the Company’s Knowledge, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Companya Company Entity. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the owned Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Vireo Growth Inc.), Agreement and Plan of Merger (Vireo Growth Inc.)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"Permitted Encumbrances”"):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet;
(iiiii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists The Company provided Investor with (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings Investor true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Investor true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s 's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s 's Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 2 contracts
Sources: Securities Subscription & Purchase Agreement (Cannabis Global, Inc.), Securities Subscription & Purchase Agreement (Cannabis Global, Inc.)
Title to Assets; Real Property. (a) The Target Except as set forth in Section 3.11(a) of the Disclosure Schedules, each Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Interim Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All Each Company’s interest in such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a3.11(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target any Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target any Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target any Company.
(b) Section 3.10(b3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target a Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the FSH does not own any Real Property. With respect to leased Real Property, the Target Company FSH has delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting the Real Property. The Target No Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target respective Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Companies. To any Company. There ’s Knowledge, there are no Actions pending nor, to the Target Company’s Knowledge, or threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 2 contracts
Sources: Merger Agreement (United Insurance Holdings Corp.), Merger Agreement (United Insurance Holdings Corp.)
Title to Assets; Real Property. (a) The Target Except as would not reasonably be expected to result in a Company Material Adverse Effect, the Company or one of its Subsidiaries owns, and has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, to or a valid leasehold interest in, in (i) all Real Property and personal property and other assets necessary to conduct the business of the Company and its Subsidiaries as currently conducted and (ii) each of the tangible assets reflected in as owned by the Annual Financial Statements Company or acquired after its Subsidiaries on the Latest Balance Sheet Date, other than properties and (except for tangible assets sold or otherwise disposed of since that date and except for tangible assets being leased to the Company or one of its Subsidiaries), in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are all cases free and clear of Encumbrances any liens or encumbrances, except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b3.7(b) of the Company Disclosure Schedules lists Schedule sets forth a list of all real property and interests in real property owned by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to any material written or oral leases, subleases, licenses, concessions, occupancy agreements or other contractual obligations granting the right of use or occupancy of Company real property to any other Person.
(ic) Section 3.7(c) of the street address Company Disclosure Schedule sets forth a list of each parcel all material real estate leases pursuant to which the Company or any of its Subsidiaries leases real property (the “Leased Real Property; ”) from any other Person (iicollectively, the “Real Property Leases”). Except as set forth in Section 3.7(c) if such property of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is leased a party to any material written or subleased by oral leases, subleases, licenses, concessions, occupancy agreements or other contractual obligations granting the Target right of use or occupancy of the Leased Real Property to any other Person.
(d) The Company or one of its Subsidiaries has a valid and enforceable leasehold interest in each Leased Real Property, free and clear of all liens and encumbrances of the lessee or, to the Knowledge of the Company, the landlord under the leaselessor, the rental amount currently being paid, and the expiration of the term of such lease or sublease except for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds Permitted Encumbrances and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies limitations of any leases affecting the Real Property. The Target Company is kind, if any, that have not a sublessor resulted, or grantor under any sublease or other instrument granting would not reasonably be excepted to any other Person any right to the possessionresult, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature individually or in lieu of condemnation or eminent domain proceedingsaggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Acer Inc), Merger Agreement (Gateway Inc)
Title to Assets; Real Property. (a) The Target Company or its applicable Subsidiary has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet DateDate or as set forth in Section 2.10(a) of the Disclosure Schedules. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a2.10(a) of the Disclosure Schedules;
(ii) liens for Taxes Taxes, assessments or other governmental charges not yet due and payabledelinquent or the amount or validity of which is being contested in good faith by appropriate proceedings;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens or similar Encumbrances arising or incurred in the ordinary course of business consistent with past practice or for amounts that are not delinquent, delinquent or the amount and validity of which is being contested in good faith and which are nothave not and would not reasonably be expected to be, individually or in the aggregate, material materially adverse to the business of the Target CompanyCompany or any Subsidiary;
(iv) defects, exceptions, restrictions, easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which that are not, individually or disclosed in the aggregate, material to title reports used for the business most recent appraisals of the Target CompanyReal Property; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanyCompany and its Subsidiaries taken as a whole.
(b) Section 3.10(b2.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target CompanyCompany or any Subsidiary, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company Seller has delivered or made available to Holdings trueBuyer, complete and correct to the extent in Company’s possession, copies of the deeds and other instruments (as recorded) by which the Target Company or the applicable Subsidiary acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller, the Target Company or any Subsidiary and relating to the Real Property. With respect to leased Real Property, the Target Company Seller has delivered or made available to Holdings true, complete and correct Buyer copies of any leases affecting the Real Property. The Target Except as set forth in Section 2.10(b) of the Disclosure Schedules, neither the Company nor any Subsidiary is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) the use and operation of the Real Property in the conduct of the Target Company’s or any Subsidiary’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No ; (ii) no material improvements constituting a part of the Real Property materially encroach on real property owned or leased by a Person other than the Target Company. There Company or any Subsidiary; (iii) there are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. The information set forth on the first page of the Real Property Spreadsheet is substantially true and accurate.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)
Title to Assets; Real Property. (a) The Target Company CPBR has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Dateof CPBR, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for those shown on the Title Commitment and except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a3.08(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target CompanyCPBR Business;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target CompanyCPBR Business; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanyCPBR Business.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Company CPBR is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target CompanyCPBR’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Global Partners Lp)
Title to Assets; Real Property. (a) The Target Company has Holdings Entities have good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements Balance Sheet or acquired after the Balance Sheet Date, other than properties and assets (not including Real Property) sold or otherwise disposed of in the ordinary course Ordinary Course of business Business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the items set forth in Section 3.10(a) of the Disclosure Schedules and the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens Encumbrances for Taxes not yet due and payablepayable or that are being contested in good faith for which appropriate reserves have been established in accordance with GAAP;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course Ordinary Course of business consistent with past practice Business or amounts that are not delinquent, or, if delinquent, that are being contested in good faith and which are not, individually or in the aggregate, material to the business of the Target CompanyHoldings Entities;
(iviii) easements, rights of way, covenants, restrictions of record, maps, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually do not interfere with the use or in the aggregate, material to the business operation of the Target Company; orsuch Real Property as such Real Property is presently used or operated;
(viv) other than with respect to owned Real Property, liens Encumbrances arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course Ordinary Course of business consistent with past practice Business which are not, individually or in the aggregate, material to the business of the Target CompanyHoldings Entities; or
(v) Encumbrances arising under or in connection with (A) the Assumed Indebtedness or (B) Indebtedness that will be discharged at Closing.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Companya Holdings Entity, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such propertyReal Property. Except as set forth in a lease applicable to leased Real Property, no Holdings Entity is a party to any agreement or option to purchase any Real Property or interest therein. With respect to owned Real Property, the Target Company has Holdings Entities have delivered or made available to Holdings Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company Holdings Entity acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company Holdings Entities and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete complete, and correct copies of any leases affecting the such leased Real Property. The Target Company No Holdings Entity is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The Holdings Entities’ present use and operation of the Real Property in the conduct of the Target Company’s Holdings Entities’ business as presently conducted do not violate in any material respect (I) any LawLaw (other than Federal Cannabis Laws), or (II) to the Company’s Knowledge, covenant, condition, restriction, easement, license, permit or agreement, applicable to the Real Property. No To the Company’s Knowledge, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Companya Holdings Entity. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the owned Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 2 contracts
Sources: Merger Agreement (Vireo Growth Inc.), Merger Agreement (Vireo Growth Inc.)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a3.15(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Interim Balance Sheet;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or;
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.; or
(bvi) Section 3.10(b) other imperfections of title or Encumbrances, if any, that individually or in the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Companyaggregate, the landlord under the lease, the rental amount currently being paidhave not had, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Propertywould not have, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsMaterial Adverse Effect.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Aqua Metals, Inc.), Stock Purchase Agreement (Aqua Metals, Inc.)
Title to Assets; Real Property. (a) Neither the Company nor any of its Subsidiaries owns, or has ever owned, any Real Property.
(b) The Target Company and each of its Subsidiaries has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property property, and other assets reflected in on the Annual Financial Statements Balance Sheet or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
) (i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
Company or any of its Subsidiaries; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
Company or any of its Subsidiaries (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which that are not, individually or in the aggregate, material to the business of the Target CompanyCompany or any of its Subsidiaries; and (v) non-exclusive licenses or rights under or to Company Intellectual Property granted in the ordinary course of business.
(bc) Section 3.10(b3.10(c) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target The Company has delivered or made available to Holdings Parent true, complete and correct copies of the deeds and other instruments (as recorded) by all leases to which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases is a party affecting the Real Property. The Target Neither the Company nor any of its Subsidiaries is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business of the Company and its Subsidiaries do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Quality Systems, Inc)
Title to Assets; Real Property. (a) The Target Company has Companies have good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Year-End Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a4.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet;
(iii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target CompanyCompanies;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target CompanyCompanies;
(v) interests of lessors; or
(vvi) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are do not, individually or in the aggregate, material to materially interfere with the use thereof in the business of the Target CompanyCompanies.
(b) Section 3.10(b4.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target CompanyScomedica, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the The Companies do not own any Real Property. With respect to leased Real Property, the Target Company has Companies have delivered or made available to Holdings Beneficiary true, complete and correct copies of any leases affecting the Real Property. The Target Company is not Neither of the Companies are a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The All the rent invoices issued by the landlord in connection with the lease of the Real Property have been duly and timely paid by Scomedica. To the Warrantors’ Knowledge, the use and operation of the Real Property in the conduct of the Target Company’s Companies’ business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To the Warrantor’s Knowledge, the Real Property is in sufficient operating use and repair taking into account normal wear and tear. To the Warrantors’ Knowledge, no material improvements used or occupied by Scomedica and constituting a part of the Real Property encroach on real property owned or leased by a Person other than Scomedica or its landlord thereat. To the Target Company. There Warrantors’ Knowledge, there are no Actions pending nor, to the Target Company’s Knowledge, nor threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 2 contracts
Sources: Stock Contribution Agreement, Stock Contribution Agreement (Apricus Biosciences, Inc.)
Title to Assets; Real Property. (a) The Target Company has has, or will have at the Closing, good and valid (and, in the case of owned Real Property, good and marketable title (fee simple, or if the Real Property is located outside the United States leasehold) to all of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property its real and personal property properties and other assets (including those reflected in the Annual Financial Statements or acquired after on the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in acquired by the ordinary course of business consistent with past practice Company since the Balance Sheet Date. All such properties and assets (including leasehold interests) are ), free and clear of Encumbrances all mortgages, liens, attachments, pledges, encumbrances or security interests of any nature whatsoever, except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth disclosed in Section 3.10(a) of the Disclosure Schedules;
Balance Sheet, (ii) any liens for current Taxes not yet due and payable;
payable or which may thereafter be paid without penalty, (iii) encumbrances described on Schedule 3.7(a) hereto, (iv) zoning, building and other similar governmental restrictions and liens imposed by operation of law (including, without limitation, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s or other like similar liens arising from or incurred in the ordinary course of business consistent with past practice or amounts that and for which the underlying payments are not yet delinquent), (v) easements, covenants, rights-of-way or other similar restrictions and imperfections of title, and which are (vi) those (including those covered by (iv) and (v) above) that would not, individually or in the aggregate, material reasonably be expected to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Companyhave a Material Adverse Effect.
(b) Section 3.10(bSchedule 3.7(b) of the Disclosure Schedules lists (i) the street address location of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the leaselease or sublease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company Seller has delivered or made available to Holdings the Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Seller or the Company and relating to the Real Property. With respect to leased Real Property, the Target Company Seller has delivered or made available to Holdings the Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Except as set forth on Schedule 3.7(b), the Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business Business do not violate in any material respect any Lawlaw, covenant, condition, restriction, easement, license, permit or agreement.
(c) As of the date of this Agreement, the Company has not received any written or, to the Knowledge of the Seller, oral notice for actual or proposed material assessments for public improvements against its Real Property or material improvements, material easements or material rights of way used in connection with the Business which remains unpaid. No material improvements constituting a part Except as set forth on Schedule 3.7(c), as of the date of this Agreement, there is no pending condemnation, expropriation, eminent domain or similar proceeding affecting the Company or all or any portion of the Real Property encroach on real property owned or leased by a Person other than material improvements, material easements or material rights of way used in connection with the Target Company. There are no Actions pending norBusiness and, to the Target Company’s KnowledgeKnowledge of the Seller, threatened against or affecting no such proceeding is threatened.
(d) Each parcel of the Real Property has physical and legal vehicular and pedestrian access to and from public roadways as may be reasonably necessary to the operation of the Business as currently conducted, except where the failure to have such access does not have a Material Adverse Effect. No fact or any portion thereof or interest therein condition exists which would result in the nature or termination of (i) the current access from each parcel of the Real Property, and (ii) continued use, operation, maintenance, repair and replacement of all existing and currently committed water lines and appurtenances used by the Company in lieu of condemnation or eminent domain proceedingsconnection with the Water System and the Business, except where such termination would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Aqua America Inc), Stock Purchase Agreement (Connecticut Water Service Inc / Ct)
Title to Assets; Real Property. (a) Neither the Seller nor any of its Subsidiaries owns any Real Property.
(b) The Target Company Seller and each of its Subsidiaries has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets assets, tangible and intangible, which are necessary for or used in the conduct of its respective business, reflected in the Annual Compiled Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target CompanySeller or its Subsidiaries;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target CompanySeller or its Subsidiaries; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanySeller or its Subsidiaries.
(bc) Section 3.10(b3.10(c) of the Disclosure Schedules lists (i) all leases to which the street address Seller or any of its Subsidiaries is a party to, including all amendments, extensions, modifications or alterations to such leases, for each parcel of leased Real Property; Property (ii) if such property is leased or subleased by collectively, “Leases”), including the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term address of such lease or sublease for each parcel of leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor leased Real Property set forth on Section 3.10(c) of the Disclosure Schedules comprise all of the real property used in the conduct of the business of the Seller and its Subsidiaries, and none of the Seller and/or its Subsidiaries own, operate, occupy, lease or grantor under sublease any sublease or real property other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any than such leased Real Property. The Seller has delivered to Buyer a true and complete copy of each Lease. The use and operation of the Real Property in the conduct of the Target Company’s business businesses of the Seller and its Subsidiaries do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part Each Lease is valid and in full force and effect, is unmodified and represents the entire agreement between the applicable lessee and lessor; no party under any Lease is in default of its obligations under such Lease; the possession by the Seller or applicable Subsidiary, and quiet enjoyment of the leased Real Property encroach on real property owned or leased by a Person other than the Target Company. There under such Lease has not been disturbed, and there are no Actions disputes with respect to such Lease; and the other party to such Lease is not an Affiliate of the Seller. Except as set forth on Section 3.10(c) of the Disclosure Schedules, the consummation of the transactions contemplated by this Agreement will not constitute an event of default under, or require the consent of the other party to, any of the Leases and the continuation, validity and effectiveness of such Leases will not be adversely affected by the transactions contemplated by this Agreement. condition, restriction, easement, license, permit or agreement. Each Lease is valid and in full force and effect, is unmodified and represents the entire agreement between the applicable lessee and lessor; no party under any Lease is in default of its obligations under such Lease; the possession by the Seller or applicable Subsidiary, and quiet enjoyment of the leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; and the other party to such Lease is not an Affiliate of the Seller. Except as set forth on Section 3.10(c) of the Disclosure Schedules, the consummation of the transactions contemplated by this Agreement will not constitute an event of default under, or require the consent of the other party to, any of the Leases and the continuation, validity and effectiveness of such Leases will not be adversely affected by the transactions contemplated by this Agreement.
(a) Neither the Seller nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any Real Property or any portion thereof.
(b) Neither the Seller nor any of its Subsidiaries has received written notice of (1) any pending noror contemplated condemnation, to the Target Company’s Knowledge, threatened against expropriation or other proceeding in eminent domain affecting the any Real Property or any portion thereof or interest therein therein, and, to the Seller’s Knowledge none is threatened, (2) any planned or proposed increase in the nature assessed valuation of any Real Property, (3) any order or governmental finding requiring repair, alteration or correction of any existing condition affecting any Real Property or (4) any condition or defect which could give rise to an order of the sort referred to in lieu clause (3) above.
(c) All water, oil, gas, electrical, steam, compressed air, telecommunications, heating, ventilation and air conditioning, sewer, storm and waste water systems and other utility services for the Real Property are operational and sufficient for the operation of condemnation or eminent domain proceedingsthe business of the Seller and its Subsidiaries.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (CLS Holdings USA, Inc.)
Title to Assets; Real Property. (a) The Target Company has Group Companies have good and valid (and, in the case title to all items of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in (i) the Annual Audited Consolidated Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date, and (ii) the Estimated Closing Working Capital. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Consolidated Balance Sheet;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are and not delinquent, and which are notmaterial, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(viii) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanyEncumbrances listed on Schedule 3.11(a).
(b) Section 3.10(bNo Group Company owns or, except for the Operating Subsidiary, leases any real property or any interest therein, and since January 1, 2008, no Group Company has ever owned any real property or land. The Operating Company leases the facilities identified on Schedule 3.11(b) (the “Real Property”), and Schedule 3.11(b) lists the name and address of the Disclosure Schedules lists (i) landlord of such Real Property, each lease relating to the use and/or occupancy of such real property by the Operating Subsidiary, the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease. With respect to the Real Property and all leases of Real Property to which the Operating Subsidiary is a party, except as set forth on Schedule 3.11(b), (i) each lease or sublease for is valid and binding on the Operating Subsidiary and in full force and effect and, to the Knowledge of the Company, is valid and binding on the other parties thereto; (ii) the Operating Subsidiary (and, to the Knowledge of the Company, any counterparty thereto) has performed all material obligations required to be performed by it to date under each leased or subleased propertylease; and (iii) the current use Operating Subsidiary has not received a notice of such property. With default or termination with respect to owned Real Propertyany such lease; (iv) the transactions contemplated by this Agreement do not require the consent of any other party to any such lease; (v) no security deposit or portion thereof deposited with respect to any such lease has been applied in respect of a breach or default under such lease that has not been redeposited in full; (vi) the Operating Subsidiary does not owe, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys nor will it owe in the possession future, any brokerage commissions or finder’s fees with respect to any such lease; (vii) the Operating Subsidiary has not entered into any leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any Person the right of the Target Company and relating to use or occupancy of any portion of the Real Property. With respect ; (viii) the Operating Subsidiary has not collaterally assigned or granted any other security interest in any such lease or any interest therein; (ix) there are no Encumbrances on the estate or interest created by any such lease; (x) the leases are all the rights in and obligations regarding real property held by any Group Company; (xi) the Sellers are not retaining any real property or interests in real property used in connection with the operation of the Operating Subsidiary; (xii) to leased Real Propertythe Knowledge of the Company, the Target Company has delivered or made available Real Property is in compliance with all applicable zoning laws so as to Holdings truepermit the Operating Subsidiary current uses and structures thereon; (xiii) to the Knowledge of the Company, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease there are no zoning, eminent domain or other instrument granting land use proceedings, either instituted or planned to any other Person any right to be instituted that would detrimentally affect the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in Property, and the conduct Operating Subsidiary has not received notice that there are any pending or, to the Knowledge of the Target Company’s business do not violate in any material respect any Law, covenantthreatened, condition, restriction, easement, license, permit condemnation or agreement. No material improvements constituting a part other proceedings relating to the Real Property or other matters adversely affecting the use or occupancy of the Real Property; (xiv) the Operating Subsidiary has legal and practical access to public rights of way and utilities at the Real Property; (xv) the Real Property encroach on real property owned or leased is being operated by a Person other than the Target Company. There are no Actions pending norOperating Subsidiary in material compliance with all applicable federal, state and local laws, ordinances, rules, regulations and orders (including those relating to fire code and handicapped persons); and (xvi) all improvements, buildings, plants and structures upon the Real Property have been, to the Target Knowledge of the Company’s Knowledge, threatened against constructed in a good and workmanlike manner and of good quality materials and are fit for their intended use, there are no material, physical or affecting mechanical defects in the condition of the Real Property or any portion thereof or interest therein related improvements, and the Real Property and all fixtures, including the roof, foundation, structure, heating, ventilating, plumbing, electrical and all other mechanical apparatus, will be in good working order, ordinary wear and tear excepted, at the nature or Closing Date. The Operating Subsidiary quietly enjoys the premises provided for in lieu such leases in all material respects. The Operating Subsidiary has received all requisite approvals of condemnation or eminent domain proceedingsGovernmental Authorities (including Permits) required in connection with the Operating Subsidiary’s occupancy of the Real Property and operation of its business and the Operating Subsidiary has not received notice that the Real Property has not been operated and maintained in accordance with applicable Laws.
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Techne Corp /Mn/)
Title to Assets; Real Property. (a) The Target Company Seller does not own any Real Property. Seller has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(ivii) easements, rights of way, zoning ordinances and other similar minor encumbrances affecting Real Property which that are notrecorded in the Register of Deeds office of Worcester County, Massachusetts none of which, individually or in the aggregate, (A) interfere with the present use of or occupancy of the affected parcel by the Company or any subsidiary, (B) have an effect on the value thereof or its use, (C) would impair the ability of such parcel to be sold, leased or subleased for its present use or (D) are material to the business of the Target CompanySeller; or
(viii) other than the lien on the personal property of the Company in connection with respect to owned Real Propertythe loan from CLS Holdings USA, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material Inc. to the business of Company (the Target Company“CLS Holdings Loan”).
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of all leases to which Seller is a party to, including all amendments, extensions, modifications or alterations to such leases, for each parcel of leased Real Property; Property (ii) if such property is leased or subleased by collectively, “Leases”), including the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term address of such lease or sublease for each leased or subleased property; and (iii) the current use parcel of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The leased Real Property set forth on Section 3.10(b) of the Disclosure Schedules comprise all of the real property used in the conduct of the business of the Seller, and Seller does not own, operate, occupy, lease or sublease any real property other than such leased Real Property. Seller has delivered to Buyer a true and complete copy of each Lease. Except as disclosed in Section 3.10(b) of the Disclosure Schedules, the use and operation of the Real Property in the conduct of the Target Company’s business of Seller do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part Each Lease is valid and in full force and effect, is unmodified and represents the entire agreement between the applicable lessee and lessor; no party under any Lease is in default of its obligations under such Lease; the possession by Seller and quiet enjoyment of the leased Real Property encroach on real property owned or leased by a Person other than the Target Company. There under such Lease has not been disturbed, and there are no Actions pending nordisputes with respect to such Lease; and the other party to such Lease is not an Affiliate of Seller. Except as set forth on Section 3.10(b) of the Disclosure Schedules, to the Target Company’s Knowledgeconsummation of the transactions contemplated by this Agreement will not constitute an event of default under, threatened against or affecting require the Real Property or consent of the other party to, any portion thereof or interest therein in of the nature or in lieu Leases and the continuation, validity and effectiveness of condemnation or eminent domain proceedingssuch Leases will not be adversely affected by the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.), Membership Interest Purchase Agreement
Title to Assets; Real Property. (a) The Target Company has Entities have good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements Balance Sheet or acquired after the Balance Sheet Date, other than properties and assets (not including Real Property) sold or otherwise disposed of in the ordinary course Ordinary Course of business Business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the items set forth in Section 3.10(a) of the Disclosure Schedules and the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens Encumbrances for Taxes not yet due and payablepayable or that are being contested in good faith for which appropriate reserves have been established in accordance with GAAP;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course Ordinary Course of business consistent with past practice Business or amounts that are not delinquent, or, if delinquent, that are being contested in good faith and which are not, individually or in the aggregate, material to the business of the Target CompanyCompany Entities;
(iviii) easements, rights of way, covenants, restrictions of record, maps, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually do not interfere with the use or in the aggregate, material to the business operation of the Target Company; orsuch Real Property as such Real Property is presently used or operated;
(viv) other than with respect to owned Real Property, liens Encumbrances arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course Ordinary Course of business consistent with past practice Business which are not, individually or in the aggregate, material to the business of the Target CompanyCompany Entities; or
(v) Encumbrances arising under or in connection with Indebtedness that will be discharged at Closing.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Companya Company Entity, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such propertyReal Property. Except as set forth in a lease applicable to leased Real Property, no Company Entity is a party to any agreement or option to purchase any Real Property or interest therein. With respect to owned Real Property, the Target Company has Entities have delivered or made available to Holdings Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company Entity acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company Entities and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting the such leased Real Property. The Target No Company Entity is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The Company Entities’ present use and operation of the Real Property in the conduct of the Target Company’s Company Entities’ business as presently conducted do not violate in any material respect (I) any LawLaw (other than Federal Cannabis Laws), or (II) to the Company’s Knowledge, covenant, condition, restriction, easement, license, permit or agreement, applicable to the Real Property. No To the Company’s Knowledge, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Companya Company Entity. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the owned Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 2 contracts
Sources: Merger Agreement (Vireo Growth Inc.), Merger Agreement (Vireo Growth Inc.)
Title to Assets; Real Property. (a) The Target Company has Acquired Companies do not own any Real Property. The Acquired Companies have good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other tangible assets reflected in on the Annual Financial Statements Interim Balance Sheet or acquired after the Interim Balance Sheet Date, other than the Assets and other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet DateDate or as part of the Pre-Closing Restructuring. Canada Holdco has good and valid title to the Assets. All such properties Real Property and tangible personal property and other tangible assets (including leasehold interests) and the Assets are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable (or the subject of an extension) or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the books of account of the relevant Acquired Company;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target CompanyAcquired Companies;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are do not, individually or in the aggregate, material to materially impede the business of the Target CompanyAcquired Companies as currently conducted; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Companypractice.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) all leases affecting the street address of each parcel of Real Property; (ii) if such property Property to which any Seller or any Acquired Company is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such propertya party. With respect to owned Real Property, the Target Company has Sellers have delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recordedall such leases identified in Section 3.10(b) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real PropertyDisclosure Schedules. The Target Company is Acquired Companies are not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property, and no other Person occupies any portion of the Real Property other than in connection with the Conferencing Business. The use and operation of the Real Property in the conduct of the Target Company’s Acquired Companies’ current business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part Each lease identified on the Disclosure Schedules is in full force and effect, and are the only documents evidencing the agreement, oral or written, of the landlord and tenant thereunder with respect to the Real Property encroach on real property owned or leased by a Person other than Property. All sums due and owing each landlord under each lease through the Target CompanyClosing has been paid in full. There are no uncured defaults or any situation which, with the passage of time, would result in a default on some future date by either landlord or tenant under a lease, and there are no disputes between landlord and tenant concerning any lease or the Real Property. None of the Sellers or any Acquired Company has received written notice from the landlord applicable to the Real Property that there are any Actions pending nor, to the Target Company’s Knowledge, or threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 2 contracts
Sources: Securities and Asset Purchase Agreement (Easylink Services International Corp), Securities and Asset Purchase Agreement (Premiere Global Services, Inc.)
Title to Assets; Real Property. (a) The Target Company has good and valid (andor, in the case of owned Owned Real Property, good and marketable indefeasible fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and Property, tangible personal property and other assets reflected in the Annual Financial Statements Balance Sheet or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. The Owned Real Property identified in Section 3.10(b) of the Disclosure Schedules and the Leased Real Property identified in Section 3.10(b) of the Disclosure Schedules comprise all of the real property used or intended to be used in, or otherwise related to, the Business. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) statutory or common law liens of mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice for amounts not delinquent or amounts that are not delinquent, and which are not, individually or being contested by appropriate proceedings (provided that appropriate reserves required by GAAP have been made in the aggregate, material to the business of the Target Companyrespect thereof);
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; orProperty;
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course parties; or
(vi) other imperfections of business consistent with past practice which title or Encumbrances that are not, individually or in the aggregate, material to the business of the Target Companyimmaterial.
(b) Section 3.10(b) of the Disclosure Schedules lists lists: (i) the street address of each parcel of Owned Real Property; and (ii) if such property is leased or subleased by the Target Companystreet address of each parcel of Leased Real Property, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) as of the current use date hereof and as of such propertythe Closing Date, all leases, subleases, licenses, concessions and other agreements pursuant to which the Company holds any Leased Real Property (collectively, “Leases”), including the identification of the lessee and lessor thereunder. With respect to owned Real PropertyExcept as set forth on Section 3.10(b) of the Disclosure Schedules, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsLease.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Sanomedics, Inc.), Stock Purchase Agreement (POSITIVEID Corp)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course Ordinary Course of business Business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(ivii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or;
(viii) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course Ordinary Course of business Business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company; or
(iv) contractual liens on property of the Company in favor of landlords and lessors securing obligations under leases that have been made available to Buyer.
(b) Since its inception, the Company has not owned any Real Property. Section 3.10(b3.09(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is Property currently leased or subleased by the Target Company, Company and identifies the landlord under the each such lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has Sellers have delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real PropertyProperty currently leased by the Company. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions Claims pending nor, to the Target Company’s Sellers’ Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. The Company is current on all payment obligations related to the lease and is not in default nor has the tenant threatened to commence proceedings against the Company for any reason.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Gse Systems Inc)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other tangible assets reflected in the Annual Full Year Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and tangible assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, license or permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened in writing against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good Except as set forth on Schedule 3.14(a), as of the date of this Agreement, Insight has, and valid (andas of the Closing, in the case of owned Real Property, Insight will have good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, easement or right to use all Real Property of the assets and personal property and other assets properties reflected in on the Annual Financial Statements or acquired after the Interim Balance Sheet Dateas being owned or leased, other than properties and as applicable (except for assets sold or otherwise disposed of or leases that have expired since the Interim Balance Sheet Date in the ordinary course of business consistent with past practice since the Balance Sheet Datebusiness), and none of such properties or assets is subject to any Liens other than Permitted Liens. All such properties and assets (including leasehold interests) are free in good condition, ordinary wear and clear of Encumbrances except tear excepted, and, in all material respects, are fit for the following (collectively referred uses to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that which they are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Companybeing put.
(b) Section 3.10(bSchedule 3.14(b) is a true, correct and complete list of all real property owned by Insight other than “real estate owned” (the “OREO”) acquired as a result of debts previously contracted which are not used for the operations of Insight (together with any buildings, structures, fixtures or other improvements thereon, the “Owned Property”).
(c) Schedule 3.14(c) is a true, correct and complete list of all leases pursuant to which Insight is a lessee or lessor (the “Leases”) of any real property (together with any buildings, structures, fixtures or other improvements thereon, the Disclosure Schedules lists “Leased Property” and, together with the Owned Property, the “Real Property”). All such Leases are valid, legally binding, in full force and effect, and enforceable in accordance with their terms, subject to applicable laws related to safety and soundness of insured depository institutions as set forth in 12 U.S.C. §1818(b), the appointment of a conservator or receiver, bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. Other than as set forth on Schedule 3.14(c), there is not under any of the Leases: (i) the street address any default by Insight or any claim of each parcel default which with notice or lapse of Real Propertytime, or both, would constitute a default; or (ii) if to Insight’s Knowledge, any default or claim of default against any lessor to or lessee of Insight, or any event of default or event which with notice or lapse of time, or both, would constitute a default by any such property is leased lessor or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration lessee. The consummation of the term transactions contemplated hereby will not result in a breach or default under any of such lease the Leases, and, except as set forth on Schedule 3.14(c) hereto and specifically identified as such, no consent of or sublease for each leased or subleased property; and (iii) the current use of such propertynotice to any third party is required as a consequence thereof. With respect to owned Real Property, the Target Company Insight has delivered or made available to Holdings Parent and First Financial true, correct and complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real PropertyLeases, and copies of all title insurance policies, opinions, abstracts and surveys no Lease has been modified in any respect since the possession date it was made available. Except as set forth on Schedule 3.14(c) none of the Target Company and relating property subject to the Real Property. With respect a Lease is subject to leased Real Propertyany sublease, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease license or other instrument agreement granting to any other Person person any right to the possession, leaseuse, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real such property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof. Insight has not received written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsmarket rentals.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company SLG has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property Personal Property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet DateDate (including all Real Property and Personal Property subject to a facility management or similar Contract), other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets owned by SLG (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which that are not, individually or in the aggregate, material to the business of the Target CompanySLG;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances of record affecting Real Property which are not, individually or in the aggregate, material to the business of the Target CompanyProperty; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Companypractice.
(b) Section 3.10(b) of the Disclosure Schedules lists lists: (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target CompanySLG, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company SLG has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company SLG acquired such Real Property, and copies of all of the title insurance policies, opinions, abstracts and surveys in the possession of the Target Company SLG or Co-op and relating to the Real Property. With respect to leased Real Property, the Target Company SLG has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Company SLG is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target CompanySLG’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit Permit or agreement. No Except as set forth in Section 3.10(b) of the Disclosure Schedules, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target CompanySLG. There are no Actions pending nor, to the Target CompanySLG’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, (i) all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date, and (ii) the assets set forth on Section 3.10(a) of the Disclosure Schedules. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(v) Liens created under mortgages and similar instruments by the Company’s existing bank facility as disclosed in the Disclosure Schedules.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) sets forth a description and the street address location of each parcel of Real Property; (ii) if such property is leased or subleased by well in which the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such propertyCompany has an interest. With respect to owned Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy occupancy, or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Us Energy Corp)
Title to Assets; Real Property. (a) The Target As of each Closing Date, the Company has will have good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Carve-Out Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings Investor true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Investor true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target CompanyParent’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good and Sellers have valid (and, leasehold interests in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property Oil Leases and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. on Exhibit A. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s ’s, or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target CompanySellers;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target CompanySellers; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional equipment leases or sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanySellers.
(b) Section 3.10(b) 3.7 of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target CompanySellers, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned leased Real Property, the Target Company Sellers has delivered or made available to Holdings the Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Propertycomplete, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real PropertyLeased Premises. The Target Company is Sellers are not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy occupancy, or enjoyment of any leased Real Property. The use and operation of the Real Property Leased Premises in the conduct of the Target Company’s Sellers’ business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Sellers’ Knowledge, threatened against or affecting the Real Property Leased Premises or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Sources: Asset Purchase Agreement (Safe & Green Holdings Corp.)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists lists: (i) the street address of each parcel of owned Real Property; and (ii) if such property is the street address of each parcel of leased or subleased Real Property, and a list, as of the date of this Agreement, of all leases for each parcel of Real Property leased by the Target CompanyCompany (collectively, “Leases”), including the landlord under the lease, the rental amount currently being paid, and the expiration identification of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such propertylessor thereunder. With respect to owned Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, together with copies of the underlying exception documents referenced in each policy, opinions, abstracts and surveys in the possession of Seller or the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has and the Company Subsidiaries have good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, to all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, or a valid leasehold interest therein, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Company Disclosure SchedulesSchedule;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Company Disclosure Schedules Schedule lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target CompanyCompany or Company Subsidiary, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned leased Real Property, the Target Company has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which Mangrove Lease. Neither the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target nor any Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company Subsidiary is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do of the Company or any Company Subsidiary does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. The Mangrove Lease, when entered into by the Company in connection with the Closing hereunder, will be a legal, valid and binding obligation of the lessor thereunder, enforceable against the lessor by the Company in accordance with the Mangrove Lease’s terms.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company or the relevant Subsidiary has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"Permitted Encumbrances”):
"): (i) those items set forth in Section 3.10(a3.09(a) of the Disclosure Schedules;
; (ii) liens for Taxes not yet due and payable;
; (iii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
Company or any Subsidiary; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target CompanyCompany or any Subsidiary, which do not prohibit or interfere with any current operations of or at any Real Property and which do not render title to any Real Property unmarketable; or
or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanyCompany or any Subsidiary.
(b) Section 3.10(b3.09(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased leased, subleased or subleased licensed by the Target CompanyCompany or any Subsidiary, the landlord or licensor under the leaselease or license, the rental amount currently being paidpaid (including the amount of the provision for taxes and/or service charges, where relevant), a list of the securities granted by the Company or the Subsidiaries according to the lease, sublease or license and the expiration of the term of such lease lease, sublease or sublease license for each leased leased, subleased or subleased licensed property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available provided to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company or the relevant Subsidiary acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company or any Subsidiary and relating to the Real Property. 31
(c) With respect to leased or licensed Real Property, the Target Company has delivered or made available provided to Holdings Buyer true, complete and correct copies of any leases or licenses affecting the Real Property (each, a "Real Property Lease"). With respect to each Real Property Lease: (i) such Real Property Lease is valid, binding, enforceable and in full force and effect, and Seller enjoys peaceful and undisturbed possession of the leased Real Property. The Target , and there are no pending condemnation Actions or other Actions that could affect the conduct of the business of the Company or the relevant Subsidiary at the relevant leased Real Property; (ii) the Company or the relevant Subsidiary is not in breach or default under such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a sublessor breach or grantor default, and the Company or the relevant Subsidiary has paid all rent due and payable under such Real Property Lease; (iii) neither the Company nor any Subsidiary has received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company or the relevant Subsidiary under any sublease or Real Property Lease and to the Seller's Knowledge, no other instrument granting party is in default thereof, and no party to any other Real Property Lease has exercised any termination rights with respect thereto; (iv) neither the Company nor any Subsidiary has subleased, assigned or otherwise granted to any Person any the right to use or occupy such leased Real Property or any portion thereof; and (v) neither the possessionCompany nor any Subsidiary has pledged, lease, occupancy mortgaged or enjoyment of otherwise granted an Encumbrance on its leasehold interest in any leased Real Property. .
(d) The use and operation of the Real Property in the conduct of the Target Company’s business of the Company and the Subsidiaries do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target CompanyCompany or any Subsidiary. There are no Actions pending nor, to the Target Company’s Seller's Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
(e) Except as set forth on Section 3.09(e) of the Disclosure Schedules, there is no Real Property that was formerly directly owned, leased, managed or operated by the Company or any Subsidiary.
(f) Neither the Company nor any Subsidiary owns nor holds any option, right of first refusal or other contractual rights to purchase, acquire, sell, assign or dispose of any, or any portion of, any Real Property.
(g) No assessment for public improvements has been served upon the Company or any Subsidiary with respect to any Real Property which remains unpaid, including but not limited to those for construction of sewer, water, electric, gas or steam lines and mains, streets, sidewalks and curbing.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Unaudited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
(c) The company has good and valid title to all chattel or tangible assets of the company of every type as currently situated including, but not limited to, any and all equipment, inventory, tangible personal property, intellectual property or other asset and there has been no change in their condition as of the date hereof and shall exist on the Closing..
Appears in 1 contract
Sources: Limited Liability Company Purchase Agreement (HomeSmart Holdings, Inc.)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and Property, personal property and other assets reflected in the Annual Financial Statements Interim Balance Sheet or acquired after the Interim Balance Sheet Date, other than any of such properties and assets that were sold or otherwise disposed of in the ordinary course of business consistent with past practice practices since the Interim Balance Sheet Date. All such properties and assets so reflected or acquired (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Company Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or that are being contested in good faith pursuant to appropriate proceedings (provided appropriate reserves required pursuant to GAAP have been made in respect thereof);
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice practice, or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company;
(v) statutory liens to secure obligations to landlords or lessors, or any Encumbrances set forth in or arising under the written lease or rental agreements set forth in Section 3.10(a)(v) of the Company Disclosure Schedules; or
(vvi) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
(b) The Company does not own any Real Property. Section 3.10(b) of the Company Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (One Stop Systems, Inc.)
Title to Assets; Real Property. (a) The Target Each of the Company and its Subsidiaries, as applicable, has good and valid (andor, in the case of owned Owned Real Property, good and marketable indefeasible fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and Property, tangible personal property and other assets reflected in the Annual Financial Statements Balance Sheet or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. The Owned Real Property identified in Section 3.10(b) of the Disclosure Schedules and the Leased Real Property identified in Section 3.10(b) of the Disclosure Schedules comprise all of the real property used or intended to be used in, or otherwise related to, the Business. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) statutory or common law liens of mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice for amounts not delinquent or amounts that are not delinquent, and which are not, individually or being contested by appropriate proceedings (provided that appropriate reserves required by GAAP have been made in the aggregate, material to the business of the Target Companyrespect thereof);
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; orProperty;
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course parties; or
(vi) other imperfections of business consistent with past practice which title or Encumbrances that are not, individually or in the aggregate, material to the business of the Target Companyimmaterial.
(b) Section 3.10(b) of the Disclosure Schedules lists lists: (i) the street address of each parcel of Owned Real Property; and (ii) if such property is leased or subleased by the Target Companystreet address of each parcel of Leased Real Property, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies as of the deeds date hereof, all leases, subleases, licenses, concessions and other instruments (as recorded) by agreements pursuant to which the Target Company acquired such or any of its Subsidiaries holds any Leased Real PropertyProperty (collectively, and copies of all title insurance policies“Leases”), opinions, abstracts and surveys in including the possession identification of the Target lessee and lessor thereunder. Except as set forth on Section 3.10(b) of the Disclosure Schedules, none of the Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies any of any leases affecting the Real Property. The Target Company its Subsidiaries is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsLease.
Appears in 1 contract
Sources: Stock Purchase Agreement (Patterson Companies, Inc.)
Title to Assets; Real Property. (a) The Target No member of the Company Group owns or has good and valid (and, in the case of at any time owned fee title to any Real Property, good and marketable fee simple, or if . Each member of the Real Property is located outside the United States of America, full and irrevocable) title to, or Company Group has a valid leasehold interest in, in all Real Property and good and valid title to all personal property and other assets purported to be owned by it as reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a3.9(a) of the Disclosure SchedulesSchedule;
(ii) liens for Taxes being contested in good faith by appropriate procedures and disclosed in Section 3.9(a) of the Disclosure Schedule or not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or for amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of a member of the Target Company;Company Group; or
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanyCompany Group.
(b) Section 3.10(b3.9(b) of the Disclosure Schedules Schedule lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, and a list, as of the Target date of this Agreement, of all leases for each parcel of leased Real Property (collectively, “Leases”), including the identification of the lessee and lessor thereunder. Each Lease is in full force and effect and is a legal, valid and binding agreement of the member of the Company Group that is a party thereto in accordance with its terms, subject to the General Enforceability Exceptions, and there is no default or breach by any member of the Company Group or, to the Knowledge of Seller, any other party, in the timely performance of any obligation to be performed or paid thereunder or any other material provision thereof. Seller has delivered or made available to Holdings Buyer in the Data Room true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession Leases. No member of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company Group is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The To Seller’s Knowledge, the use and operation of the Real Property in the conduct of the Target CompanyCompany Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreementagreement relating to such Real Property. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There To Seller’s Knowledge, there are no Actions pending nor, to the Target Company’s Knowledge, or threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company Each of the Group Companies has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Reviewed Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a3.11(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or that are contested in good faith;
(iii) any landlords’ mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of any of the Target CompanyGroup Companies;
(iv) covenants, conditions, restrictions, easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of any of the Target Company; orGroup Companies which do not prohibit or interfere in any material respect with the current operation of any Real Property by any of the Group Companies;
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice ; or
(vi) entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of any of the Target CompanyGroup Companies.
(b) Section 3.10(b3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any of the Target CompanyGroup Companies, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target applicable Group Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Target applicable Group Company and relating to the Real Property. With respect to leased Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real PropertyProperty of the business of any of the Group Companies. The Target Company None of the Group Companies is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy occupancy, or enjoyment of any leased Real Property. The To Seller’s Knowledge, the use and operation of the Real Property in the conduct of the Target Company’s business of any of the Group Companies do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To Seller’s Knowledge, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target applicable Group Company. There are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Hudson Global, Inc.)
Title to Assets; Real Property. (a) The Target Each of the Company and its Subsidiaries has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and material personal property and other material assets reflected described in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold as owned or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. 12 CPAM: 9910021.10
(b) All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a3.09(b) of the Disclosure SchedulesSchedule and/or in any Requisite SEC Report;
(ii) liens Liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet;
(iii) mechanics’, warehousemen’s, carriers’, workmen’s, repairmen’s or other like liens Liens arising or incurred in the ordinary course of business consistent with past practice or by operation of law on amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business Company or any of its Subsidiaries, or that materially interfere with the Target Companyintended use of such properties and assets;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business Company or any of its Subsidiaries, or that materially interfere with the Target Company.intended use of such properties and assets;
(bA) Section 3.10(bLiens arising in connection with worker’s compensation, unemployment insurance, old age pensions and social security benefits which are not overdue or are being contested in good faith by appropriate proceedings, (B) Liens arising by operation of Law on insurance policies and proceeds thereof to secure premiums thereunder, (C) statutory or common law Liens to secure landlords or lessors under leases or rental agreements regarding the Disclosure Schedules lists (i) premises or assets rented to the street address of each parcel of Real Property; (ii) if such property is leased extent that no payment or subleased by the Target Company, the landlord performance under the lease, the rental amount currently being paid, and the expiration of the term of any such lease or sublease for each leased or subleased property; rental agreement is delinquent, (D) building, zoning, entitlement and other land, environmental and similar restrictions, ordinances and regulations and all amendments and additions thereto, and (iiiE) all assessments, water charges and sewer rents not due or payable; or
(vi) Mortgages, easements, rights of first refusal, options, restrictions and covenants with respect to any properties or assets of the current Company or its Subsidiaries which do not materially interfere with the intended use of such property. With respect to owned Real Property, the Target Company has delivered properties or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsassets.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good and the Subsidiaries of the Company have (i) good, valid (and, in the case of owned Real Property, good and marketable fee simple, or if the title to (A) all Owned Real Property is located outside described on Section 2.13(b) of the United States of America, full Disclosure Schedule and irrevocable(B) title to, or a valid leasehold interest in, all Real Property and personal property and other assets (excluding Intellectual Property) reflected in the Annual its respective Full-Year Financial Statements or acquired after the Reference Balance Sheet Date, other than properties personal property and assets sold or otherwise disposed of in the ordinary course Ordinary Course of business consistent with past practice Business since the Reference Balance Sheet DateDate or that are leased, in which case the Company and the Subsidiaries of the Company have a valid leasehold interest in such assets and personal property and (ii) valid leasehold title in, and enjoy peaceful and undisturbed possession of, all Leased Real Property described on Section 2.13(c) of the Disclosure Schedule. There are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Subsidiary of the Company to use each parcel of Real Property for the purposes for which it is currently used. All such properties Real Property, personal property and other assets (excluding Intellectual Property but including leasehold interestsand subleasehold interests in such personal property and other assets) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable as of the Closing Date;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course Ordinary Course of business consistent with past practice or Business for amounts that are not delinquent;
(iii) easements, covenants, restrictions, rights of way, zoning, land use and building laws, regulations and ordinances (but excluding violations thereof) and other similar encumbrances affecting the Real Property, which (1) are non-monetary in nature; (2) which are not, individually or in the aggregate, material materially adverse to the business Business of the Target Company and the Subsidiaries of the Company; (3) materially interfere with the present uses of occupancy of such Real Property by the owner or lessee thereof; or (4) render such Real Property unmarketable or uninsurable by a nationally recognized title insurance company;
(iv) easementsliens arising under equipment leases with third parties, rights copies of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or have been Made Available in the aggregateData Room, material to entered into in the business Ordinary Course of Business;
(v) Leases;
(vi) those Encumbrances described on Section 2.13(a)(vi) of the Target CompanyDisclosure Schedule;
(vii) Encumbrances arising under federal or state securities laws; or
(vviii) other than with respect to owned Real Property, liens Encumbrances arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in from the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business Organizational Documents of the Target CompanyCompany or any of its Subsidiaries.
(b) Section 3.10(b2.13(b) of the Disclosure Schedules lists Schedule sets forth a complete and accurate list of each Owned Real Property and lists, with respect to each such parcel of Owned Real Property, (i) the street address of each parcel of Real Property; address, (ii) if the legal description, (iii) a reference to, and recording information for, the vesting deed, and (iv) the legal name of the record title owner. Each parcel of Owned Real Property is owned by the Company or the applicable Subsidiary of the Company in fee simple. Section 2.13(b) of the Disclosure Schedule also lists, with respect to each Owned Real Property, all title insurance policies in effect and the name of the insured under such property is title insurance policies as well as a list of all surveys of each Owned Real Property. Except as set forth on Section 2.13(b) of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company has leased or subleased otherwise granted to any Person the right to use or occupy any Owned Real Property. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. Neither the Company nor any Subsidiary of the Company is a party to any agreement or option to purchase any real property or interest therein that has not previously closed. No written notice has been received by the Target CompanyCompany or any Subsidiary of the Company from a mortgagee of the Owned Real Property asserting that a default or breach exists thereunder and which breach or default remains uncured.
(c) Section 2.13(c) of the Disclosure Schedule sets forth a complete and accurate list of each Leased Real Property and lists, with respect to each such Leased Real Property, (i) the landlord under Lease, (ii) the leasestreet address; (iii) the tenant, landlord, subtenant and sublandlord, as applicable, the rental amount currently being paidpayable, and the expiration of the term of such lease or sublease for each leased or subleased propertyterm; and (iiiiv) the current use of such property; and (v) the guarantors of the Lease, if applicable. With respect to owned Real Propertyany assignment or sublease identified on Section 2.13(c) of the Disclosure Schedule, the Target consent of the landlord or prime landlord, as applicable, to such assignment or sublease, as applicable, was obtained (or will be obtained in connection with the consummation of the transactions contemplated by this Agreement) or was not required in connection with the granting of such assignment or sublease, as applicable. Each of the Leases is on arms’-length, third-party terms and is a valid, existing and binding obligation of the Company or the respective Subsidiary of the Company and, to the Knowledge of the Company, of each other party thereto, enforceable in accordance with its terms. The consummation of the transactions contemplated by this Agreement will not result in a breach or default under any of the Leases, give any party thereto the right to terminate any of the Leases, and upon the consummation of the transactions contemplated by this Agreement, each of the Leases will continue to be the valid, legal and binding obligation of the applicable parties thereto, enforceable by its terms. Neither the Company nor any Subsidiary of the Company has delivered collaterally assigned or made available to Holdings true, complete and correct copies granted any security interest in any of the deeds Leases or any interest therein. Possession and other instruments (as recorded) by which quiet enjoyment of the Target Company acquired such Leased Real PropertyProperty under each Lease is not currently being disturbed, and copies there are no material disputes with respect to any Lease. No security deposit or portion thereof deposited with respect to any Lease has been applied in respect of all title insurance policies, opinions, abstracts and surveys a breach or default under such Lease which has not been redeposited in the possession full. Except as set forth on Section 2.13(c) of the Target Disclosure Schedule, neither the Company and relating nor any Subsidiary of the Company has assigned the Leases or subleased, licensed, or otherwise granted any Person the right to the use or occupy any Leased Real Property. With respect Except as set forth on Section 2.13(c) of the Disclosure Schedule, (i) each of the Company and the Subsidiaries of the Company have performed all obligations required to leased Real Propertybe performed by it prior to the Closing Date under the Leases, and have not received any notice of default which remains uncured, and are not in breach or default thereunder, nor to the Knowledge of the Company has any event occurred which, with the giving of notice or the passage of time or both, would constitute a breach or default under the Leases; and (ii), to the Knowledge of the Company, the Target landlord under each Lease has complied with its duties and obligations in connection with such Lease.
(d) The Real Property constitutes all of the real property currently owned, leased, occupied, or otherwise utilized by the Company has delivered or made available to Holdings true, complete and correct copies the Subsidiaries of any leases affecting the Real PropertyCompany in connection with the Business. The Target Company improvements on each parcel of Real Property are supplied with utilities and other services necessary for the operation thereof as the same is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use currently operated and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting has unrestricted access to a part of the Real Property encroach on real property owned or leased by a Person other than the Target Companypublic road. There are no Actions pending nor, to the Target Knowledge of the Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. There has been no material destruction, damage or casualty with respect to any Real Property. Neither the Company nor any Subsidiary of the Company has been informed in writing that the Real Property is not in compliance in all material respects with all applicable Laws or that all necessary permits have not been obtained. Neither the Company nor any Subsidiary of the Company has received notice that the current use or occupancy of the Real Property or the operation of the Business at the Real Property as currently conducted thereon violates any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting the Real Property. Pursuant to any Contract currently in effect, neither the Company nor any Subsidiary of the Company owes, or will owe in the future, any brokerage commissions or finders’ fees with respect to the sale or lease of the Real Property.
(e) The Company has Made Available true, correct and complete copies of all (i) Leases and any amendments thereof pertaining to the ownership or use of the Real Property or any part thereof and (ii) real estate documentation for the Owned Real Property, including deeds, mortgages, and title policies, each of which are in the possession or control of the Company and the Subsidiaries of the Company. Except for the foregoing materials, there are no documents in the possession or control of the Company and the Subsidiaries of the Company or of which the Company or any Subsidiary of the Company is aware which contain information relating in a material manner to any Real Property.
Appears in 1 contract
Sources: Merger Agreement (DCP Holding CO)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;; or
(iiiii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanyBusiness.
(b) Section 3.10(b3.09(b) of the Disclosure Schedules lists (i) the street address sets forth a true, correct and complete list of each parcel of all Real Property; (ii) if such property is Property and interests in Real Property leased or subleased by the Target Company as lessee (collectively, the “Leased Properties”) and identifies for each lease of Leased Property (individually, a “Lease” and, collectively, the “Leases”) the parties thereto, the address of the property subject thereto, the rent payable thereunder, the terms of any renewal options, the substance of any amendments or modifications thereto and any reciprocal easement or operating agreements relating thereto. The Company has a good, marketable and valid leasehold interest in each Leased Property, subject only to Permitted Liens. The Company has previously delivered to the Buyer, correct and complete copies of each Lease, together with all amendments, modifications, supplements, waivers and side letters related thereto. With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) none of the Company, nor any other party to the landlord Lease is in breach or default thereunder, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the leaseLease; (iii) no party to the Lease has repudiated any provision thereof; (iv) there are no disputes or oral agreements in effect as to the Lease; (v) the Lease has not been modified in any respect, except to the rental amount currently being paid, and extent that such modifications are disclosed by the expiration of documents delivered to the term of such lease or sublease for each leased or subleased propertyBuyer; and (iiivi) no Company has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease. Notwithstanding the foregoing, Buyer agrees and acknowledges that Company had a contractual option to purchase the Real Property from Landlord, and Company has assigned that option to purchase to AAM Holdings, LLC. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ has exercised that option to purchase the Real Property, and upon the successful closing of that transaction, shall become the landlord to Buyer with respect to the Lease and Property
(c) With respect to each Real Property: (i) the current use of such property. With respect to owned Real Property and the operation of Business thereon does not violate any instrument of record or Contract affecting such Real Property, or any applicable Law in any material respect (without any fines or monetary Liabilities attached); (ii) there are no leases, subleases, licenses, concessions or other Contracts, written or oral, granting to any Person the Target right of use or occupancy of any portion of such Real Property except in favor of the Company; and (iii) there are no Persons in possession of such Real Property except the Company.
(d) The Company has delivered or made available to Holdings trueall certificates of occupancy and Permits necessary for the current use and operation of each Real Property. Such Permits have been validly issued by the appropriate Governmental Authority in compliance with all applicable Laws, complete and correct copies the applicable has fully complied with all conditions of the deeds Permits applicable to it. All such Permits are in full force and other instruments effect without further consent or approval of any Person.
(as recordede) by which No part of any Real Property is subject to any building or use restrictions that would restrict or prevent the Target Company acquired operation of the Business on such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the each Real Property is properly and duly zoned for its current use, and such current use is in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreementall respects a conforming use. No material improvements constituting a part of the Governmental Authority having jurisdiction over any Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending norhas issued or, to the Target knowledge of the Company’s Knowledge, threatened against to issue any notice or affecting order, injunction, judgment, decree, ruling, writ or arbitration award that adversely affects the use or operation of any Real Property.
(f) There does not exist any actual or, to the knowledge of the Company, threatened or contemplated, condemnation or eminent domain proceedings that affect any Real Property or any portion thereof part thereof, and no Company has received any notice, oral or interest therein in written, of the nature intention of any Governmental Authority or in lieu of condemnation other Person to take or eminent domain proceedingsuse any Real Property or any part thereof.
Appears in 1 contract
Sources: Stock Purchase Agreement (MedMen Enterprises, Inc.)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned The Company does not own any Real Property, the Target Company . Seller has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
(c) The company has good and valid title to all chattel or tangible assets of the company of every type as currently situated including, but not limited to, any and all equipment, inventory, tangible personal property, intellectual property or other asset and there has been no change in their condition as of the date hereof and shall exist on the Closing.
Appears in 1 contract
Sources: Limited Liability Company Interest Purchase Agreement (HomeSmart Holdings, Inc.)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Company’s Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances Encumbrances, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity and except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s ’s, or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b3.09(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy occupancy, or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Sellers’ Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
(c) Except as set forth on Disclosure Schedule Section 3.09(c), neither the Company nor any of its Affiliates has engaged in or permitted any operation or activity at or upon, or any use or occupancy of, any Real Property for the purpose of manufacturing, generating, handling, storing, transferring, treating or disposing of, or in any way involving release of, any Hazardous Materials on, under, in or about any Real Property; and (ii) no Hazardous Materials have been released on, into, upon or about any Real Property, and to the Sellers’ Knowledge, no Hazardous Materials have migrated from or to any adjacent properties.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Hightimes Holding Corp.)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet DateDate and Company Intellectual Property which is covered in Section 3.11. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or;
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) Liens that have not had, and would not have, a Material Adverse Effect.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; , (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; property and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s 's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s 's Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Each Acquired Company has (x) good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, to all Real Property and tangible personal property and other assets intangible property included in the Assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets Assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date, (y) a valid leasehold, license or easement interest in all Leased Real Property, and (z) good and marketable fee simple title to all Owned Real Property. All such properties and assets (including leasehold leasehold, license and easement interests) are free and clear of of, and not subject to, Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those non-monetary items set forth in Section 3.10(a3.10(a)(i) of the Disclosure SchedulesSchedules which would not, individually or in the aggregate, materially interfere with the use or operation of the Facility;
(ii) liens for Taxes which (A) are not yet due and payablepayable or being contested in good faith by appropriate procedures, (B) are not, in the aggregate, material to such Acquired Company and (C) relate to amounts not yet delinquent or being contested in good faith (which contests (if any) are disclosed in Section 3.17 of the Disclosure Schedules);
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice which (A) are not, in the aggregate, material to such Acquired Company and (B) relate to amounts not yet delinquent or amounts that being contested in good faith (which contests (if any) are not delinquentdisclosed in Section 3.10(a)(iii) of the Disclosure Schedules);
(iv) recorded easements, Permits, recorded licenses, recorded patent and mineral reservations, recorded covenants, conditions and restrictions, recorded rights of way, zoning ordinances, entitlement conditions, stipulations and restrictions, and other similar matters of public record affecting any Real Property which are would not, individually or in the aggregate, material to materially interfere with the business use or operation of the Target CompanyFacility, provided the foregoing shall not limit any warranties of Seller set forth in this Agreement, including those regarding compliance with Laws;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice practice; or
(vi) other non-monetary imperfections of title or non-monetary Encumbrances, if any, which are would not, individually or in the aggregate, material to materially interfere with the business of use or operation of, or materially detract from the Target Companyvalue of, the Facility .
(b) Section 3.10(b) of the Disclosure Schedules lists lists: (i) the street address (if any) and legal description of each parcel of real property owned by any Acquired Company (“Owned Real Property”); and (ii) the legal description and, to the extent known to Seller, the street address of each parcel of real property leased, subleased or otherwise occupied or used by any Acquired Company, or in which any Acquired Company has an easement or license interest (collectively, “Leased Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid”, and together with the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Owned Real Property, the Target Company has delivered or made available to Holdings true“Real Property”), complete and correct copies a list, as of the deeds date of this Agreement, of all leases, subleases, Contracts or easements for each parcel of Leased Real Property(collectively, “Leases”), including the identification of the lessee and lessor thereunder, or grantor and grantee thereunder, as applicable.
(c) Section 3.10(c) of the Disclosure Schedules sets forth all leases, licenses and other instruments agreements permitting others to occupy, possess or use any Real Property (collectively, the “Encumbering Leases”).
(d) Except as recordedset forth in Section 3.10(d) of the Disclosure Schedules, none of the interests of the Acquired Companies in any Real Property is subject to or encumbered by which the Target any purchase option, right of first refusal or other contractual right or obligation of any Acquired Company acquired to sell, assign or dispose of such interests of such Real Property.
(e) No Acquired Company (i) owns, and copies of all title insurance policies, opinions, abstracts and surveys or in the possession of past has owned, any real property other than the Target Owned Real Property, or (ii) has a leasehold, easement or other interest or right in any real property other than under the Contracts, Leases and easements (A) benefitting the Acquired Companies and/or the Owned Real Property and (B) reflected in the Title Policies or the Disclosure Schedules.
(f) Each Acquired Company and relating the Real Property is in material compliance with all restrictions, covenants and agreements related to the Real Property. With respect Except as set forth in Section 3.10(f) of the Disclosure Schedules, there is no (i) to leased the Actual Knowledge of Seller, condition or circumstance that would prohibit, adversely affect or threaten ordinary rights of access to and from the Real Property and existing publicly dedicated and open roads, (ii) to the Actual Knowledge of Seller, improvement on the Real Property encroaching upon or from land adjacent to the Real Property, or (iii) to the Target Company has delivered Actual Knowledge of Seller, planned or made available to Holdings trueproposed increase in assessed valuations, complete and correct copies of any leases affecting or public improvement commenced or planned, which in either case, may result in a special assessment against or otherwise materially adversely affect the Real Property. The Target No Acquired Company is not a sublessor has been given written notice of any Governmental Order or, to Seller’s Knowledge, with respect to, or grantor under any sublease threat of, any condemnation, taking or expropriation by any Governmental Authority or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment party of any leased part of the Real Property. The use and operation Except as set forth in Section 3.10(f) of the Disclosure Schedules, none of the Real Property is located in a flood plain or flood hazard area.
(g) Neither Seller nor any of its Affiliates (other than any Acquired Company) owns, leases, holds in easement or otherwise holds for use any Assets.
(h) Except as set forth in Section 3.10(h) of the Disclosure Schedule, the Assets, including the Real Property, constitute all of the material assets and properties that are required to own, use, maintain and operate at full capacity and maintain the Facilities in compliance with the technical specifications set forth in the conduct of Material Contracts, all applicable Laws, all Permits and Good Industry Practices. The tangible Facility Assets have been maintained in accordance with Good Industry Practices in all material respects, are in good operating condition and repair (except for normal wear and tear) and are suitable for the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There purposes for which they are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingspresently used.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Leidos, Inc.)
Title to Assets; Real Property. (a) The Target Company Each member of the Windset Group has good and valid (and, in the case of Real Property owned by any member of the Windset Group (“Owned Real Property”), good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property property, including but not limited to Corporation Intellectual Property, and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(aSchedule 3.12(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of any member of the Target CompanyWindset Group;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of any member of the Target CompanyWindset Group; or
(v) other than with respect to owned Owned Real PropertyProperty and the Canadian Credit Agreements, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of any member of the Target CompanyWindset Group.
(b) Section 3.10(bEach member of the Windset Group has received or shall receive in a timely fashion all permits and licenses required for the development, construction and operation of the U.S. Facility and the Business. Schedule 3.12(b) sets forth: (i) all such permits and licenses currently held by a member of the Windset Group, and (ii) as of the Closing Date, and after taking into effect the transactions contemplated by this Agreement, the aggregate amount of capital spent on the development and construction of the U.S. Facility. As of the Closing Date, the Windset Group possesses sufficient and adequate capital to complete the development and construction of the U.S. Facility as described on Schedule 3.12. Each member of the Windset Group has taken all actions necessary or desirable to exercise its option pursuant to the Option Agreement, and there are no unsatisfied or unwaived conditions precedent to the exercise by any member of the Windset Group of such option.
(c) Schedule 3.12(c) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Target CompanyWindset Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Owned Real Property, each member of the Target Company Windset Group has delivered or made available to Holdings the Investor true, complete and correct copies of the deeds and other instruments (as recorded) by which any member of the Target Company Windset Group acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of each member of the Target Company Windset Group and relating to the Real Property. With respect to Real Property leased by any member of the Windset Group (“Leased Real Property”), each member of the Target Company Windset Group has delivered or made available to Holdings the Investor true, complete and correct copies of any leases affecting the Real Property. The Target Company Each member of the Windset Group is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Leased Real Property. The use and operation of the Real Property in the conduct of each member of the Target CompanyWindset Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Companymembers of the Windset Group. There are no Actions pending nor, to the Target CompanyCorporation’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has and the Asset Sellers have good and valid (andtitle to, or in the case of owned Real Propertyleased or licensed assets, good have valid and marketable fee simplesubsisting leasehold interests or licenses in and to or otherwise have the valid right to use (including as a result of the valid title, lease or if the Real Property is located outside the United States license thereof by Seller or any of America, full and irrevocable) title to, or a valid leasehold interest inits other Affiliates), all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and material assets (including leasehold interestspersonal property) are used in the Business as currently conducted, free and clear of Encumbrances any Lien thereon (except for the following (collectively referred to as “any Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanyLien).
(b) The Company does not own any real property. Section 3.10(b2.9(b)(i) of the Seller Disclosure Schedules lists (i) Schedule sets forth a list, as of the street address date of each parcel this Agreement, of Real Property; (ii) if such all real property is leased or subleased by in which the Target CompanyCompany or, with respect to the Transferred Leases, the landlord under Asset Sellers has a leasehold interest as lessee or sublessee or is a lessor or sublessor, together with the lease, the rental amount currently being paid, and the expiration of the term of such applicable real property lease or sublease for each leased or subleased property; and relating thereto (iii) the current use of such property. With respect to owned Real Propertycollectively, the Target “Business Leases”). The Company has delivered or made available to Holdings true, complete applicable Asset Seller holds a current and correct copies valid leasehold interest in each real property set forth on Section 2.9(b)(i) of the deeds Seller Disclosure Schedule, in each case, free and clear of all Liens, except Permitted Liens. All such Business Leases are in full force and effect and are enforceable against the Company or applicable Asset Seller, and to the Seller’s Knowledge, against the counterparty thereto, in all material respects in accordance with their respective terms, subject to the Bankruptcy and Equitable Exceptions, and, to the Seller’s Knowledge, no written notices of material default under
(c) All of the buildings, fixtures, leasehold improvements, computers, equipment and other instruments (as recorded) by which the Target Company acquired such Real Property, tangible and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in intangible assets necessary for the conduct of the Target Company’s business do not violate Business as presently conducted are in any material respect any Lawgood condition and repair, covenantordinary wear and tear excepted, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There and are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein usable in the nature or in lieu Ordinary Course of condemnation or eminent domain proceedingsBusiness.
Appears in 1 contract
Sources: Membership Interest and Asset Purchase Agreement (John Wiley & Sons, Inc.)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure SchedulesSchedules and/or identified in the Title Commitment and/or Title Policy;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company;
(v) restrictions on transfer of securities under applicable U.S. State or federal securities Laws; or
(vvi) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company Sellers’ Representative has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and Buyer copies of all title insurance policies, opinions, abstracts and surveys in the possession of Sellers or the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company Sellers’ Representative has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The Except as may be set forth on Section 3.10(a) of the Disclosure Schedules, or as may be addressed in Sections 3.18 or 3.19, the use and operation of the Real Property in the conduct of the Target Company’s 's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No , and no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s each Seller's Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good Except as set forth on Schedule 3.14(a), as of the date of this Agreement, First Bexley or one of its Subsidiaries has, and valid (andas of the Closing, in the case of owned Real Property, First Bexley will have good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, easement or right to use all Real Property of the assets and personal property and other assets properties reflected in on the Annual Financial Statements or acquired after the Interim Balance Sheet Dateas being owned or leased, other than properties and as applicable (except for assets sold or otherwise disposed of or leases that have expired since the Interim Balance Sheet Date in the ordinary course of business consistent with past practice since the Balance Sheet Datebusiness), and none of such properties or assets is subject to any Liens other than Permitted Liens. All such properties and assets (including leasehold interests) are free in good condition, ordinary wear and clear of Encumbrances except tear excepted, and, in all material respects, are fit for the following (collectively referred uses to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that which they are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Companybeing put.
(b) Section 3.10(bSchedule 3.14(b) is a true, correct and complete list of all real property owned by First Bexley or one of its Subsidiaries other than “real estate owned” (the “OREO”) acquired as a result of debts previously contracted which are not used for the operations of First Bexley (together with any buildings, structures, fixtures or other improvements thereon, the “Owned Property”).
(c) Schedule 3.14(c) is a true, correct and complete list of all leases pursuant to which First Bexley or one of its Subsidiaries is a lessee or lessor (the “Leases”) of any real property (together with any buildings, structures, fixtures or other improvements thereon, the Disclosure Schedules lists “Leased Property” and, together with the Owned Property, the “Real Property”). All such Leases are valid, legally binding, in full force and effect, and enforceable in accordance with their terms, subject to applicable laws related to safety and soundness of insured depository institutions as set forth in 12 U.S.C. §1818(b), the appointment of a conservator or receiver, bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. Other than as set forth on Schedule 3.14(c), there is not under any of the Leases: (i) the street address any default by First Bexley or its Subsidiaries or any claim of each parcel default which with notice or lapse of Real Propertytime, or both, would constitute a default; or (ii) if to First Bexley’s Knowledge, any default or claim of default against any lessor to or lessee of First Bexley or its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a default by any such property is leased lessor or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration lessee. The consummation of the term transactions contemplated hereby will not result in a breach or default under any of such lease the Leases, and, except as set forth on Schedule 3.14(c) hereto and specifically identified as such, no consent of or sublease for each leased or subleased property; and (iii) the current use of such propertynotice to any third party is required as a consequence thereof. With respect to owned Real Property, the Target Company First Bexley has delivered or made available to Holdings Parent and First Financial true, correct and complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real PropertyLeases, and copies of all title insurance policies, opinions, abstracts and surveys no Lease has been modified in any respect since the possession date it was made available. Except as set forth on Schedule 3.14(c) none of the Target Company and relating property subject to the Real Property. With respect a Lease is subject to leased Real Propertyany sublease, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease license or other instrument agreement granting to any other Person person any right to the possession, leaseuse, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real such property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof. Neither First Bexley nor any of its Subsidiaries has received written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsmarket rentals.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good Except as set forth on Schedule 3.14(a) of the NewDominion Disclosure Schedule, as of the date of this Agreement, NewDominion or one of its Subsidiaries has, and valid (andas of the Closing, in the case NewDominion or one of owned Real Property, its Subsidiaries will have good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, easement or right to use all Real Property of its assets and personal property and other assets properties, including those reflected in on the Annual Financial Statements or acquired after the Interim Balance Sheet Dateas being owned or leased, other than properties and as applicable (except for assets sold or otherwise disposed of or leases that have expired since the Interim Balance Sheet Date in the ordinary course of business consistent with past practice since the Balance Sheet Datebusiness), and none of such properties or assets is subject to any Liens other than Permitted Liens. All such properties and assets (including leasehold interests) are free in good operating condition and clear of Encumbrances except repair, ordinary wear and tear excepted, and, in all material respects, are fit for the following (collectively referred uses to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that which they are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Companybeing put.
(b) Section 3.10(bSchedule 3.14(b) of the NewDominion Disclosure Schedules lists Schedule sets forth a true, correct and complete list of all real property owned by NewDominion or one of its Subsidiaries other than “real estate owned” (ithe “OREO”) acquired as a result of debts previously contracted which are not used for the street address operations of each parcel of NewDominion (together with any buildings, structures, fixtures or other improvements thereon, the “Owned Real Property; ”).
(iic) if such Schedule 3.14(c) of the NewDominion Disclosure Schedule sets forth a true, correct and complete list of all leases pursuant to which NewDominion or one of its Subsidiaries is a lessee or lessor (the “Leases”) of any real property is leased (together with any buildings, structures, fixtures or subleased by the Target Companyother improvements thereon, the landlord under “Leased Property” and, together with the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Owned Real Property, the Target Company “Real Property”). All such Leases are valid, legally binding, in full force and effect, and enforceable in accordance with their terms, subject to the appointment of a conservator or receiver, bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium, restructuring or similar Laws affecting creditors’ rights and remedies generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. Other than as set forth on Schedule 3.14(c) of the NewDominion Disclosure Schedule, there is not under any of the Leases: (i) any default by NewDominion or its Subsidiaries or any claim of default which with notice or lapse of time, or both, would constitute a default; or (ii) to NewDominion’s Knowledge, any default or claim of default against any lessor to or lessee of NewDominion or its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a default by any such lessor or lessee. The consummation of the transactions contemplated hereby will not result in a breach or default under any of the Leases, and, except as set forth on Schedule 3.14(c) of the NewDominion Disclosure Schedule and specifically identified as such, no consent of or notice to any third party is required as a consequence thereof. NewDominion has delivered or made available to Holdings Parent and Park National true, correct and complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real PropertyLeases, and copies of all title insurance policies, opinions, abstracts and surveys no Lease has been modified in any respect since the possession date it was made available. Except as set forth on Schedule 3.14(c) of the Target Company and relating NewDominion Disclosure Schedule, none of the property subject to the Real Property. With respect a Lease is subject to leased Real Propertyany sublease, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease license or other instrument agreement granting to any other Person person any right to the possession, leaseuse, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real such property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof. Neither NewDominion nor any of its Subsidiaries has received written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsmarket rentals.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has As of the Closing Date, the Licensed Entity will have good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements April 2023 Balance Sheet or acquired after the date of the April 2023 Balance Sheet DateSheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Effective Date. All As of the Closing Date, all such properties and other assets (including leasehold interests) are will be free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b3.09(b) of the Disclosure Schedules lists (i) the street address Schedule sets forth a true, correct and complete list of each parcel of all Real Property; (ii) if such property is Property and interests in Real Property leased or subleased by the Target CompanyLicensed Entity, the landlord under the leaseSellers or their Affiliate, in each case as a lessee (collectively, the rental amount currently being paid“Leased Properties”) and identifies for each lease of Leased Property (individually, a “Lease” and, collectively, the “Leases”) the parties thereto, the address of the property subject thereto, the rent payable thereunder, the terms of any renewal options, the substance of any amendments or modifications thereto and any reciprocal easement or operating agreements relating thereto. The applicable Seller or the Licensed Entity (as applicable) has good, marketable and valid leasehold interest in each Leased Property, subject only to Permitted Encumbrances. The Sellers have previously delivered to Buyer correct and complete copies of each Lease, together with all amendments, modifications, supplements, waivers and side letters related thereto. With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) except as set forth in Section 3.09(b) to the Disclosure Schedule, neither any Seller nor the Licensed Entity, as applicable, nor, any other party to any Lease, is in breach or default thereunder, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under such Lease; (iii) no party to any Lease has repudiated any provision thereof; (iv) there are no disputes or oral agreements in effect as to any Lease; (v) no Lease has been modified in any material respect, except to the expiration of extent that such modifications are disclosed by the term of such lease or sublease for each leased or subleased propertydocuments delivered to the Buyer; and (iiivi) neither any Seller nor the Licensed Entity, as applicable, has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Lease.
(c) With respect to each Real Property: (i) the current use of such property. With respect to owned Real Property and the operation of Business thereon does not violate any instrument of record or material Contract affecting such Real Property, or any applicable Law in any material respect (without any fines or monetary Liabilities attached); (ii) there are no leases, subleases, licenses, concessions or other Contracts, written or oral, granting to any Person the Target Company has delivered right of use or made available to Holdings true, complete and correct copies occupancy of any portion of such Real Property except in favor of the deeds Sellers or the Licensed Entity; and other instruments (iii) as of the Closing Date, there are no Persons in possession of such Real Property except the Sellers or the Licensed Entity.
(d) The Sellers or the Licensed Entity (as recordedapplicable) are in possession of all certificates of occupancy and Permits necessary for the current use and operation of each Real Property. Such Permits have been validly issued by which the Target Company acquired appropriate Governmental Authority in compliance with all applicable Laws, and the Sellers and the Licensed Entity have each fully complied with all conditions of the Permits applicable to each. All such Permits are in full force and effect without further consent or approval of any Person.
(e) No part of any Real Property, as applicable, is subject to any building or use restrictions that would restrict or prevent the operation of the Business on such Real Property, and copies of each Real Property is properly and duly zoned for its current use, and such current use is in all title insurance policiesrespects a conforming use. No Governmental Authority having jurisdiction over any Real Property has issued or, opinions, abstracts and surveys in to the possession Knowledge of the Target Company Sellers, threatened to issue, any notice or order, injunction, judgment, decree, ruling, writ or arbitration award that materially and relating adversely affects the use or operation of any Real Property.
(f) There does not exist any actual or, to the Real Property. With respect to leased Knowledge of the Sellers, threatened or contemplated, condemnation or eminent domain proceedings that materially and adversely affects any Real Property, as applicable, or any part thereof, and neither any Seller nor the Target Company Licensed Entity has delivered received any notice, oral or made available to Holdings truewritten, complete and correct copies of the intention of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease Governmental Authority or other instrument granting Person to take or use any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof material part thereof.
(g) The Licensed Entity has performed in all material respects its obligations under the EBA Leases and has reasonably satisfied, or interest therein is in the nature process of reasonably satisfying, the additional actions requested by the landlords under the EBA Leases or in lieu of condemnation or eminent domain proceedingsthe M▇▇▇▇▇▇▇▇ Ranch Property Owners’ Association, Inc., respectively.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company Each of the Acquired Companies, as applicable, has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, in all (i) Real Property and (ii) tangible personal property and other assets reflected in the Annual Financial Statements Interim Balance Sheet or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a4.11(a) of the Disclosure Schedules;
(ii) liens Encumbrances for Taxes (A) not yet due and payabledelinquent or (B) being contested in good faith by appropriate procedures and for which an adequate reserve has been made on the Interim Financial Statements;
(iii) Encumbrances arising under purchase money and capital lease arrangements arising or incurred in the ordinary course of business; provided that such Encumbrances do not at any time encumber any property other than the property financed by such Indebtedness, or leased, as applicable;
(iv) mechanics, carriers’, workmen’s, repairmen’s, materialmen’s, warehousemen’s or other like liens Encumbrances arising or incurred in the ordinary course of business consistent with past practice business, which in each case secure amounts not overdue for a period of more than thirty (30) days or amounts that if more than thirty (30) days overdue, are not delinquent, unfiled and no other action has been taken to enforce such Encumbrance or which are not, individually or being contested in the aggregate, material to the business of the Target Companygood faith by appropriate procedures and for which adequate reserves are maintained in accordance with GAAP;
(ivv) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are notwhich, individually or in the aggregate, material to do not in any case materially interfere with the ordinary conduct of the business of the Target applicable Acquired Company; or;
(vvi) other than with respect all matters of record affecting any Real Property that (A) would be shown on current surveys of the Real Property or any standard printed exceptions as would otherwise appear on a title insurance policy and (B) do not materially affect the use, operation or value of the Real Property to owned Real Propertywhich they apply, liens provided that there are no defaults or violations thereof;
(vii) Encumbrances arising under original purchase price conditional sales contracts Contracts and equipment leases with third parties entered into in the ordinary of business;
(viii) Encumbrances incurred or deposits made in the ordinary course of business consistent in connection with past practice worker’s compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government Contracts, performance and return of money bonds and similar obligations;
(ix) statutory landlords’ or warehouse Encumbrances (which are not, individually did not result from any breach or in default on the aggregate, material part of an Acquired Company);
(x) licenses of Intellectual Property; or
(xi) Encumbrances for Indebtedness to be repaid and discharged at the business of the Target CompanyClosing.
(b) Section 3.10(b4.11(b) of the Disclosure Schedules lists the street address of each parcel of Real Property owned by any of the Acquired Companies (the “Owned Real Property”). The Acquired Companies have not currently leased or otherwise granted to any Person the right to use or occupy any Owned Real Property or any portion thereof. No condemnation proceeding is pending or, to the Knowledge of the Company, threatened as to any Owned Real Property. Each of the Acquired Companies is in peaceful and undisturbed possession of each parcel of its Owned Real Property and there is no Contract or legal restriction that precludes or restricts the ability of the Acquired Companies to use any Owned Real Property for the purposes for which it is currently being used by the Acquired Companies. To the Knowledge of the Company, all buildings, fixtures and improvements attached or joined to the Owned Real Property were constructed and built in compliance, in all material respects, with all then-applicable Laws. Nothing has occurred since January 1, 2019 to materially impair the ability of the Acquired Companies to use or enjoy the Owned Real Property or to prevent, in any material part, the enjoyment thereof.
(c) Section 4.11(c) of the Disclosure Schedules lists: (i) the street address of each parcel of Real Property leased, licensed, subleased or occupied or available to be occupied pursuant to any other occupancy arrangement by any of the Acquired Companies (other than Hilo) (the “Leased Real Property; ”), and (ii) if such property is leased a list of each lease or subleased by other Contract, oral or written, relating to the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration use or occupancy of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such propertyLeased Real Property. With respect to owned Such Leased Real Property, together with the Target Owned Real Property, constitutes all of the real property used in the operation of the business of the Acquired Companies (other than Hilo). The Company has delivered or made available to Holdings true, Buyer a complete and correct copies accurate copy of the deeds and other instruments (as recorded) by which the Target Company acquired such each Real Property Lease. The applicable Acquired Companies have a valid leasehold interest in their respective Leased Real Property, free and copies clear of all title insurance policies, opinions, abstracts Encumbrances other than Permitted Encumbrances. The applicable Acquired Company is in peaceful and surveys in the undisturbed possession of the Target Company and relating to the Real Property. With respect to leased each parcel of Leased Real Property, and, to the Target Knowledge of the Company, there are no contractual or legal restrictions that preclude or restrict the ability of the applicable Acquired Company has delivered to use the Leased Real Property for the purposes for which it is currently being used. To the Knowledge of the Company, there are no condemnation proceedings or made available to Holdings true, complete and correct copies eminent domain proceedings of any leases affecting the kind pending or threatened against any Leased Real Property. .
(d) The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possessionproperty, lease, occupancy or enjoyment of any leased Real Property. The use assets and operation rights of the Real Property in Acquired Companies constitute all of the property, assets and rights used in, and necessary for, the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real Acquired Companies as currently conducted, and are, and immediately following the completion of the Restructuring will be, sufficient for the continued conduct of the business after the Closing in substantially the same manner as conducted prior to the Closing. There is no asset, right or property used in, and necessary for, the operation of the business of the Acquired Companies (other than Hilo) as currently conducted owned or leased by a any Person other than an Acquired Company (other than Hilo) that will not be available for the Target Company. There are no Actions pending noruse of the Acquired Companies (other than Hilo) under valid, to current license arrangements or leases immediately following the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsClosing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Catalent, Inc.)
Title to Assets; Real Property. (a) The Target Company has and its Subsidiaries have good and valid (andtitle to, or, in the case of owned Real Propertyleased properties and assets, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest interests in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet DatePurchased Assets, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances any Liens, except for Permitted Liens. The Company has delivered to Purchaser true, correct and complete copies of all deeds, title reports and surveys for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanicsreal property, carriers’together with all amendments, workmen’smodifications or supplements, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquentif any, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Companythereto.
(b) Section 3.10(b) The Purchased Assets (including the assets of each of the Disclosure Schedules lists Company’s Subsidiaries) are, as of the date hereof, and will be, on the Closing Date, (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration all of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property assets used in the conduct of the Target Company’s and each of its Subsidiary’s business do as currently conducted and, with respect to the Geismar Facility, to operate such facility at full nameplate capacity, (ii) sufficient in all material respects for the Company and its Subsidiaries to carry on their business as currently conducted and, with respect to the Geismar Facility, to operate such facility at full nameplate capacity as designed over the expected lifetime of the facility, and (iii) in good repair and in working order, except for ordinary wear and tear. Any representation regarding the sufficiency of the Proprietary Rights used in the Dynamic Business are limited to the representations of the Company set forth in Section 3.15 and are not expanded or modified by this Section 3.16(b). Neither the Company nor any of its Subsidiaries own any real property other than Dynamic’s ownership of the Geismar Facility.
(c) The Company and its Subsidiaries enjoy peaceful and undisturbed possession under all leases of real property to which the Company or any of its Subsidiaries are a party or under which the Company or any of its Subsidiaries are operating. Section 3.16(c) of the Company Disclosure Schedules sets forth a complete and accurate list of all such leases. All of such leases are valid and subsisting and no material default by the Company or any Subsidiary exists under any of them, nor is there any set of facts by which giving of notice or lapse of time would constitute a material default by the Company or any Subsidiary under any such lease.
(d) To the Company’s Knowledge, neither its operations nor the operations of its Subsidiaries on any leased real property, nor such real property, including improvements thereon, violate in any material respect any Lawapplicable building code zoning requirement, covenantor classification, conditionand such non-violation is not dependent, restrictionin any instance, easementon so-called non-conforming use exceptions.
(e) There does not exist any actual or to the Company’s Knowledge threatened or contemplated condemnation or eminent domain proceedings that affect any real property or any part thereof, licenseand neither the Company nor any Subsidiary has received any notice, permit oral or agreement. No material improvements constituting a part written, of the Real Property encroach on intention of any Governmental Authority or other Person to take or use all or any part thereof.
(f) Neither the Company nor any its Subsidiaries own, hold, are obligated under, or are a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property estate or any portion thereof or interest therein in therein. None of the nature real property is subject to any option, right of first refusal or in lieu other contractual right to purchase, acquire, sell or dispose of condemnation or eminent domain proceedingssame.
Appears in 1 contract
Sources: Asset Purchase Agreement (Renewable Energy Group, Inc.)
Title to Assets; Real Property. (a) The Target Company Cocrystal has good and valid (and, in the case of owned Real Propertyreal property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property real property and personal property and other assets reflected in the Annual Unaudited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure SchedulesSchedule 3.10;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet;
(iii) mechanics, carriers’, workmen’s, repairmen’s repairmen or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target CompanyCocrystal;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property real property which are not, individually or in the aggregate, material to the business of the Target CompanyCocrystal; or
(v) other than with respect to owned Real Propertyreal property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanyCocrystal.
(b) Section 3.10(b) of the Disclosure Schedules Schedule 3.10 lists (i) the street address of each parcel of Real Propertyreal property; (ii) if such property is leased or subleased by the Target CompanyCocrystal, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Propertyreal property, the Target Company Cocrystal has delivered or made available to Holdings Biozone true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company Cocrystal acquired such Real Propertyreal property, and copies of all title insurance policiesInsurance Policies, opinions, abstracts and surveys in the possession of the Target Company Cocrystal and relating to the Real Propertyreal property. With respect to leased Real Propertyreal property, the Target Company Cocrystal has delivered or made available to Holdings Biozone true, complete and correct copies of any leases affecting the Real Propertyreal property. The Target Company Cocrystal is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Propertyreal property. The use and operation of the Real Property real property in the conduct of the Target CompanyCocrystal’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property real property encroach on real property owned or leased by a Person other than the Target CompanyCocrystal. There are no Actions pending nor, to the Target CompanyCocyrstal’s Knowledgeknowledge, threatened against or affecting the Real Property real property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Except as set forth on Section 3.14(a) of the Company has good Disclosure Memorandum, as of the date of this Agreement, the Company or one of its Subsidiaries has, and valid (andas of the Closing, in the case Company or one of owned Real Property, its Subsidiaries will have good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, easement or right to use all Real Property of its assets and personal property and other assets properties, including those reflected in the Annual Financial Statements or acquired after on the Balance Sheet Dateas being owned or leased, other than properties and as applicable (except for assets sold or otherwise disposed of or leases that have expired since the Balance Sheet Date in the ordinary course of business consistent with past practice since the Balance Sheet Datebusiness), and none of such properties or assets is subject to any Liens other than Permitted Liens. All such properties and assets (including leasehold interests) are free in good operating condition and clear of Encumbrances except repair, ordinary wear and tear expected, and, in all material respects, are fit for the following (collectively referred uses to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that which they are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Companybeing put.
(b) Section 3.10(b3.14(b) of the Company Disclosure Schedules lists Memorandum sets forth a true, correct and complete list of all real property owned by the Company or one of its Subsidiaries other than “real estate owned” (i“OREO”) acquired as a result of debts previously contracted or exercising remedies under loans held by the street address Company or one of each parcel its Subsidiaries and which are not used for the operations of the Company (together with any buildings, structures, fixtures or other improvements thereon, the “Owned Real Property; ”). The Company or one of its Subsidiaries has, and as of the Closing will have, good, marketable and insurable fee simple title interest in and to all Owned Real Property.
(iic) if such Section 3.14(c) of the Company Disclosure Memorandum sets forth a true, correct and complete list of all leases pursuant to which the Company or one of its Subsidiaries is a lessee or lessor (the “Leases”) of any real property is leased (together with any buildings, structures, fixtures or subleased by the Target Companyother improvements thereon, the landlord under “Leased Property” and, together with the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Owned Real Property, the Target “Real Property”). All such Leases are valid, legally binding, in full force and effect, and enforceable in accordance with their terms, subject to the appointment of a conservator or receiver, bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium, restructuring or similar Laws affecting creditors’ rights and remedies generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. Other than as set forth on Section 3.14(c) of the Company Disclosure Memorandum, there is not under any of the Leases: (i) any default by the Company or its Subsidiaries or any circumstance which with notice or lapse of time, or both, would constitute a default; or (ii) to the Company’s Knowledge, any default or claim of default against any lessor to or lessee of the Company or its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a default by any such lessor or lessee. The consummation of the transactions contemplated hereby will not result in a breach or default under any of the Leases, and, except as set forth on Section 3.14(c) of the Company Disclosure Memorandum and specifically identified as such, no consent of or notice to any third party is required as a consequence thereof. The Company has delivered or made available to Holdings Parent true, correct and complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real PropertyLeases, and copies of all title insurance policies, opinions, abstracts and surveys no Lease has been modified in any respect since the possession date it was made available. Except as set forth on Section 3.14(c) of the Target Company and relating Disclosure Memorandum, none of the property subject to the Real Property. With respect a Lease is subject to leased Real Propertyany sublease, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease license or other instrument agreement granting to any other Person any right to the possession, leaseuse, occupancy or enjoyment of such property or any leased Real Propertyportion thereof. The use and operation Neither the Company nor any of its Subsidiaries has received written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the Real Property in period thereof upon substantially the conduct of the Target Company’s business do not violate in any material respect any Lawsame terms, covenant, condition, restriction, easement, license, permit except for rent increases consistent with past experience or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Companymarket rentals. There are no Actions pending noror, to the Target Company’s Knowledge, threatened condemnation proceedings against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsProperty.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company RM2 has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a3.11(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target CompanyRM2;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; orRM2;
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanyRM2; or
(vi) other imperfections of title or Encumbrances, if any, that have not had, and would not have, a Material Adverse Effect.
(b) Section 3.10(b3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target CompanyRM2, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company RM2 has delivered or made available to Holdings ARC true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company RM2 acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company RM2 and relating to the Real Property. With respect to leased Real Property, the Target Company RM2 has delivered or made available to Holdings ARC true, complete and correct copies of any leases affecting the Real Property. The Target Company RM2 is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target CompanyRM2’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target CompanyRM2. There are no Actions pending nor, to the Target CompanyRM2’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Sources: Share Exchange Agreement
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Unaudited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;payable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet (each of which is disclosed on Section 3.10(b) of the Disclosure Schedules); and
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has Sellers have delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, together with copies of the underlying exception documents referenced in each policy, opinions, abstracts and surveys in the possession of Sellers or the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has Sellers have delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s 's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Sellers’ Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company MD Office has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. The assets owned or leased by MD Office are adequate and suitable in all material respects for the operation of MD Office’s business on the date hereof, and, with respect to tangible personal property, are in good operating condition (normal wear and tear excepted). All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) inchoate mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Companybusiness;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target CompanyProperty; or
(viv) other than with respect to owned Real Property, non-material liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Companybusiness.
(b) Section 3.10(b) of the Disclosure Schedules lists lists: (i) the street address of each parcel of owned Real Property; and (ii) if such property is the street address of each parcel of leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and a list, as of the date of this Agreement, of all leases, subleases or similar agreements for each parcel of leased Real Property (collectively, “Leases”), including the identification of the lessee and lessor thereunder.
(c) MD Office has provided or otherwise made available to Digirad true, correct and complete copies of all title insurance policiesLeases, opinionsincluding all amendments, abstracts terminations and surveys in the possession modifications thereof. There is not, under any of the Target Company and relating to the Real Property. With respect to leased Real PropertyLeases, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any LawDefault by MD Office, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s KnowledgeKnowledge of MD Office, threatened against by any other party thereto. Except as set forth in Section 3.10(c) of the Disclosure Schedules, there are no other parties occupying, or affecting with a right to occupy, the leased Real Property or any portion thereof owned Real Property other than MD Office. MD Office has the right to use pursuant to the Leases all of the properties that are used or interest therein required for use in the nature or in lieu operation of condemnation or eminent domain proceedingsMD Office’s business as currently conducted.
Appears in 1 contract
Sources: Merger Agreement (Digirad Corp)
Title to Assets; Real Property. (a) The Target Except as set forth in Section 3.10(a) of the Disclosure Schedules, the Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other the tangible assets reflected as used regularly in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed conduct of in the ordinary course of its business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “any Encumbrance, other than Permitted Encumbrances”):.
(ib) those items set forth The Company does not own nor has it ever owned any real property.
(c) Section 3.10(c) of the Disclosure Schedules contains a complete and accurate list of all premises leased, subleased or otherwise used by the Company, excluding the use of facilities of Governmental Authority customers of the Company in accordance with the Current Government Contracts (each a “Government Facility” and, collectively, the “Government Facilities”) (such premises required to be listed on Section 3.10(a3.10(c) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent“Leased Premises”), and which are notof all leases, individually lease guaranties, subleases, agreements and documents related to such Leased Premises, and amendments, modifications or in supplements thereto (collectively, the aggregate“Leases”), material to including the business name of the Target Company;
(iv) easementsthird party lessor or sublessor or subtenant, rights of wayas applicable, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business date of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) all amendments thereto and the current use of such propertystreet address. With respect to owned Real Property, the Target The Company has delivered or made available to Holdings true, Buyer a true and complete and correct copies copy of each of the deeds and other instruments (as recorded) by which the Target Company acquired such Real PropertyLeases, and copies of all title insurance policies, opinions, abstracts and surveys in the possession case of any oral Lease, a written summary of the Target material terms of such Lease. The Leased Premises and the Government Facilities constitute all interests in real property currently owned, leased, used, occupied or currently held for use by the Company and relating all of the real property required to conduct the Real Property. With respect to leased Real Property, business of the Target Company has delivered or made available to Holdings true, complete as currently conducted and correct copies the Company currently occupies all of any leases affecting the Real PropertyLeased Premises for the operation of the business of the Company. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The current use and operation of the Real Property Leased Premises is permitted in all material respects by the conduct terms of the Target applicable Leases to which the Company is a party. The Leases (i) assuming, in each case, the due authorization, execution and delivery by each party thereto other than the Company’s business do not violate , are valid, binding and enforceable in accordance with their terms and are in full force and effect, except as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles; (ii) no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting other event) would constitute a default thereunder on the part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending norCompany or, to the Target CompanySeller’s Knowledge, threatened against any other party and the Company has not received notice of any such condition; and (iii) to Seller’s Knowledge, there has been no occurrence of any event which (whether with or affecting without notice, lapse of time or both or the Real Property happening or occurrence of any portion thereof other event) would constitute a default thereunder by any other party. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle, the other party to any Lease with the Company to declare a default or to accelerate, or which does accelerate, the maturity of any Indebtedness of the Company under any Lease. The leasehold interest therein of the Company under each Lease is subject to no Encumbrances. The Leased Premises are (i) in good operating condition and repair, subject to ordinary wear and tear (consistent with the nature age of such Leased Premises); (ii) not in need of maintenance or repair except for ordinary routine maintenance and repair; and (iii) to the Seller’s Knowledge, are structurally sound with no known defects and in lieu conformity with all applicable Laws relating thereto currently in effect. Except as set forth in Section 3.10(c) of condemnation the Disclosure Schedules, no consent or eminent domain proceedingsapproval under any Lease is required as a result of the execution and delivery of this Agreement or the performance of the Company’s obligations hereunder.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets (including the Intellectual Property) reflected in the Annual Audited Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. The Parent, Seller and the Company do not own any Real Property. All such properties and assets (including the Intellectual Property, leasehold and license interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Interim Balance Sheet;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are is not, individually or in the aggregate, material to the business of the Target Company.
(v) Section 3.10(a) of the Disclosure Schedule contains true, correct and complete copies of any and all transfer documents transferring personal property and assets (tangible or intangible) of Seller to the Company.
(b) Except as listed in Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target CompanySchedule, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With with respect to owned Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Target Company and relating to the Real Property. With Except as listed in Section 3.10(b) of the Disclosure Schedule, with respect to leased Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Section 3.10(b) Except as listed in Section 3.10(b) of the Disclosure Schedule, the Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. The landlord for the Company’s office space at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ will consent to the change in control of the Company, as tenant, without additional financial considerations other than requiring a lease guaranty from Buyer.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company Each of the Acquired Companies has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the Annual Financial Statements Balance Sheet or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice practices for fair value since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):following:
(i) those items set forth in Section 3.10(a3.14(a)(i) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payabledelinquent or being contested in good faith by appropriate procedures and described in Section 3.14(a)(ii) of the Disclosure Schedules;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Companybusiness;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances of record affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; orProperty;
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent business;
(vi) liens incurred in connection with past practice which are notworker’s compensation and unemployment insurance or other similar Laws;
(vii) statutory landlords’ liens; or
(viii) other immaterial imperfections of title or Encumbrances, individually or in the aggregate, material to the business of the Target Companyif any.
(b) Section 3.10(b3.14(b) of the Disclosure Schedules lists lists: (i) the street address of the one (1) owned parcel of Real Property; (ii) the street address of each parcel of leased Real Property; and (iiiii) if all leases, amendments to such property is leases and all other agreements affecting the terms of such leases for the leased or subleased by Real Property (collectively, “Leases”) including the Target Companyidentification of the lessee and lessor thereunder, the landlord under the lease, the rental amount currently being paid, and the expiration of the term thereof and the number and length of any extension rights.
(c) The material improvements on each parcel of Real Property have access to such lease or sublease for each leased or subleased property; sewer, water, gas, electric, telephone and (iiiother utilities as are necessary to allow the business of the Acquired Companies operated thereon to be operated in the ordinary course of business and consistent with past practices of the Acquired Companies as currently operated. Except as set forth on Section 3.14(c) of the current use of such property. With respect to owned Real PropertyDisclosure Schedules, the Target Company has delivered or made available to Holdings true, complete material improvements located on each parcel of Real Property are in good condition and correct copies repair (except for ordinary wear and tear) and allow the business of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys Acquired Companies to be operated in the possession ordinary course of the Target Company business and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreementconsistent with past practices. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There condemnation proceedings are no Actions pending noror, to the Target Knowledge of the Company’s Knowledge, threatened against or affecting the as to any Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsProperty.
Appears in 1 contract
Sources: Stock Purchase Agreement (Amc Entertainment Holdings, Inc.)
Title to Assets; Real Property. (a) The Target Company does not own any real property. The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, in all Real Property and personal property and other assets reflected in the Unaudited Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is Property leased or subleased by the Target Company, ; (ii) the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned leased or subleased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of any leases leases/subleases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Sources: Merger Agreement (Fusion Telecommunications International Inc)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned The Company does not own any Real Property, the Target . The Company has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Year End Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company Seller has good good, valid and valid (andmarketable title to, or in the case of owned Real Propertyleased properties and assets, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest interests in, all of Purchased Assets, including the relationships with Client Accounts, free and clear of any and all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, the Buyer will have good and valid title to all of the Purchased Assets, free and clear of all Encumbrances. None of the Purchased Assets (other than the Leased Real Property and personal property and other assets reflected in the Annual Financial Statements (as defined below) or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of equipment leased in the ordinary course of business consistent with past practice since business) is held under any lease or Encumbrance or is located other than in the Balance Sheet Datepossession of the Seller. All of the Purchased Assets are in the possession or under control of the Seller. All of the leases of personal property to which the Seller is a party are valid and in effect and afford the Seller peaceful and undisturbed possession of the subject matter of such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to leases. Except as “Permitted Encumbrances”):
(i) those items set forth in on Section 3.10(a3.10(a)(i) of the Disclosure Schedules;
Schedule, no Person, including any of the Parent or any of its Affiliates (iiother than the Seller), has any rights to or interest in any of the Purchased Assets or any other assets of or used in the Business. Except as described in Section 3.10(a)(ii) liens for Taxes not yet due of the Disclosure Schedule, to the Knowledge of the Seller Parties, no Person other than the Seller claims the right to receive any commission or fee income of the Seller or the Business. Except as described in Section 3.10(a)(iii) of the Disclosure Schedule, the Seller has been the direct recipient of any and payable;
(iii) mechanicsall commissions, carriers’fees, workmen’sfunds, repairmen’s compensation, or other like liens cash or non-cash remuneration (including, without limitation, securities commissions and any non-cash perks provided by financial institutions), or other revenue, arising or incurred in from the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanyBusiness.
(b) The tangible personal property included in the Purchased Assets (including equipment), taken as a whole, is in good working order and fit for its intended use, reasonable wear and tear excepted. Except as set forth on Section 3.10(b) of the Disclosure Schedules lists Schedule, the Purchased Assets constitute all assets, properties, rights and other interests, tangible and intangible, that are (i) together with the street address of each parcel of Real Property; Excluded Assets, owned, leased, licensed or held in connection with the Business, (ii) if such property is leased or subleased by together with the Target CompanyExcluded Assets, used in connection with the landlord under the leaseBusiness, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) necessary and sufficient for Buyer to carry on and conduct the current use of such propertyBusiness as now conducted or as presently proposed to be conducted. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies All of the deeds and other instruments (as recorded) by which material Purchased Assets are set forth in the Target Company acquired such Real PropertyFinancial Information, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property there are no assets used in the conduct of the Target Company’s Business other than the Purchased Assets.
(c) The Seller does not conduct any business do other than the Business. Without limiting the generality of the foregoing, the Seller does not violate provide any investment advisory services.
(d) The Seller does not own any real property. Set forth on Section 3.10(d) of the Disclosure Schedule is a true and complete list of each lease for real property executed by or binding upon the Seller, as lessor or lessee, sublessor or sublessee, landlord or tenant, licensor or licensee, or assignor or assignee, or otherwise used in any material respect any Lawthe Business (collectively, covenantthe “Real Property Leases”), condition, restriction, easement, license, permit or agreementand a true and correct description of the real property subject to such Real Property Leases (the “Leased Real Property”). No material improvements constituting a part Each of the Real Property encroach Leases is legal, valid and binding on the applicable party thereto and in full force and effect, without any material default thereof (or event that with notice or lapse of time, or both, would constitute a material default) by the Seller or, to the Knowledge of the Seller Parties, any other party thereto, and each of the Real Property Leases affords the Seller peaceful and undisturbed possession of the Leased Real Property which is the subject matter of the applicable Real Property Lease. The Leased Real Property constitutes the only real property leased or owned by the Seller or leased by otherwise used in connection with the operation of the Business as currently conducted and as presently proposed to be conducted. The Real Property Leases are suitable for the conduct of the Business presently conducted therein.
(e) Except as set forth on Section 3.10(e) of the Disclosure Schedule, there are no restrictions, prohibitions or limitations under the Real Property Leases on the ability to assign, transfer, pledge, hypothecate or otherwise convey or dispose of the interest of the Seller under the Real Property Leases. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) or materially impair any rights under, or give to others any rights of termination, amendment, acceleration or cancellation of any Real Property Lease, or otherwise adversely affect the continued use and possession of the Real Property Leases for the conduct of the Business as presently conducted. Except for the occupancy and use of the Leased Real Property in connection with the Business, there are no leases, tenancies, licenses or other rights of occupancy or use for any portion of the Leased Real Property, and no Person other than the Target CompanySeller occupies or uses any portion of the Leased Real Property and Seller’s use of the Leased Real Property is exclusively in connection with the Business. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting True and complete copies of the Real Property Leases have been provided to the Buyer. The Seller is not party to any agreement or subject to any portion thereof or interest therein in claim that may require the nature or in lieu payment of condemnation or eminent domain proceedingsany real estate brokerage commissions, and no such commission is owed with respect to any of the Real Property Leases.
Appears in 1 contract
Sources: Asset Purchase Agreement (Financial Institutions Inc)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or ’s
(iv) amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(ivv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property of record or filed for record which in either case are not, individually or in the aggregate, material to the business of the Target Company; or
(vvi) liens in favor of landlords under any leases or rental agreements that are part of the Real Property
(vii) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b3.10(a)(ii) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of any leases (including modifications or amendments thereto) affecting the Real Property. The Target Except as set forth in Section 3.10(b) of the Disclosure Schedules, the Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The condition, use and or operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit and there are no Encumbrances on or agreementaffecting the Real Property (other than Permitted Encumbrances). No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Sources: Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Unaudited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company Kozaris has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Seller or the Company and relating to the Real Property. With respect to leased Real Property, the Target Company Kozaris has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) Set forth in SECTION 3.18 OF THE DISCLOSURE SCHEDULE is a complete list of (a) all real property leased by the Company; (b) each vehicle owned or leased by the Company; and (c) each asset of the Company with a book value or fair market value greater than $5,000. The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other of its assets, including without limitation, the assets listed in SECTION 3.18(a) OF THE DISCLOSURE SCHEDULE, the assets reflected on the Latest Balance Sheet and all assets used by the Company in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and conduct of its business (except for assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice practices since the Latest Balance Sheet DateDate and except for assets held under leases or licenses disclosed pursuant to SECTION 3.20), subject to no Liens, except for (a) Liens for current taxes not yet due; (b) minor imperfections of title and encumbrances that do not materially detract from or interfere with the present use or value of such assets; and (c) Liens disclosed in SECTION 3.18(a) OF THE DISCLOSURE SCHEDULE. All (b) SECTION 3.18(b) OF THE DISCLOSURE SCHEDULE lists and describes briefly all real property owned by the Company. With respect to each such properties parcel of real property:
(i) the Company has good and assets (including leasehold interests) are marketable title to the parcel of real property, free and clear of Encumbrances any Lien, easement, covenant or other restriction, (A) except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions, (B) except for easements and restrictions existing generally with respect to properties of a similar character that do not affect materially and adversely the following current use, occupancy or value, or the marketability of title, of the property subject thereto, and (collectively referred to C) except as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(aSECTION 3.18(b) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real PropertyOF THE DISCLOSURE SCHEDULE; (ii) if such property is leased or subleased by there are no pending or, to the Target Company, knowledge of the landlord under the lease, the rental amount currently being paid, Company and the expiration of the term of such lease Stockholders, threatened condemnation proceedings, lawsuits or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and administrative actions relating to the Real Property. With respect property or other matters materially and adversely affecting the current use, occupancy or value thereof; (iii)
(A) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, and (B) to leased Real Propertythe knowledge of the Company and the Stockholders, the Target Company has delivered buildings and improvements are located within the boundary lines of the described parcels of land, are not in material violation of applicable setback requirements, zoning laws and ordinances (and the properties or made available buildings or improvements thereon are not subject to Holdings true"permitted non-conforming use" or "permitted non-conforming structure" classifications) and do not encroach on any easement that may burden the land; (iv) all facilities have received all approvals of all Governmental Bodies (including material licenses and permits) required in connection with the ownership or operation thereof, complete except where the failure to receive such approvals would not be expected to have a material adverse effect on the Company, and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease all facilities have been operated and maintained in accordance with applicable laws, rules and regulations in all material respects; (v) there are no leases, subleases, licenses, concessions or other instrument agreements, written or oral, granting to any other Person any party (or parties) the right to the possession, lease, of use or occupancy or enjoyment of any leased Real Property. The use and operation portion of the Real Property parcel of real property, except as described in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There SECTION 3.18(b) OF THE DISCLOSURE SCHEDULE; (vi) there are no Actions pending noroutstanding options or rights of first refusal to purchase the parcel of real property, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.therein;
Appears in 1 contract
Sources: Stock Purchase Agreement (Precept Business Services Inc)
Title to Assets; Real Property. (a) The Target Company has and its Subsidiaries have good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens Liens for Taxes not yet due and payable;
(iiiii) mechanicsMechanics, carriers’, workmen’s, repairmen’s ’s, warehouse, manufacturer or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target CompanyCompany or its Subsidiaries;
(iviii) easementsEasements, rights of way, zoning ordinances way and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; orCompany or its Subsidiaries;
(viv) other than with respect to owned Real Property, liens Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanyCompany or its Subsidiaries;
(v) Present and future zoning, building codes and other land use laws regulating the use or occupancy of any Real Property or any use conducted thereon; and
(vi) Landlords’ liens under statute or pursuant to any lease of the Real Property.
(b) Section Neither the Company nor any of its Subsidiaries own any Real Property. Schedule 3.10(b) of the Disclosure Schedules lists lists: (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target CompanyCompany or its Subsidiaries, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target The Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting the Real Property. The Target Neither the Company nor any of its Subsidiaries is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s or its Subsidiaries’ business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target CompanyCompany or its Subsidiaries. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Neither the Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Companynor any Subsidiary owns any real property.
(b) Section 3.10(b3.13(b) of the Disclosure Schedules Schedule lists (i) the street address of each parcel of Leased Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, Property and the expiration of the term of such each lease or sublease for (collectively, the “Leases”) to which the Company or any Subsidiary is a party with respect to each leased or subleased property; such Leased Real Property and (iiiii) the current use of such property. With respect to owned each Leased Real Property, the Target Company Seller has delivered or made available to Holdings Purchaser true, complete and correct copies of all Leases and such Leases have not been amended, modified, supplemented, assigned or transferred except to the deeds extent set forth on Section 3.13(b) of the Disclosure Schedule.
(c) Each Lease is valid and other instruments (binding on the Company or any Subsidiary, as recorded) by which the Target Company acquired such Real Propertycase may be, in accordance with the terms thereof and, to the Knowledge of the Seller, the counterparties thereto, and copies is in full force and effect in all material respects, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of all title insurance policiesgeneral applicability relating to or affecting creditors’ rights and to general equitable principles. Neither the Company nor any Subsidiary is in material breach of, opinionsor material default under, abstracts and surveys in any Lease to which it is a party. Neither the possession Company nor any of the Target Subsidiaries has exercised or given notice of exercise of, nor has any lessor, sublessor, landlord or sublandlord exercised or given notice of exercise of, any option, right of first offer or right of first refusal contained in any of the Leases.
(d) Except as set forth in Section 3.13(d) of the Disclosure Schedule, neither the Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of nor any leases affecting the Real Property. The Target Company Subsidiary is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, lease or occupancy or enjoyment of any leased Leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Such applicable Company Party has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section Disclosure Schedule 3.10(a) of the Disclosure Schedules);
(ii) liens for Taxes not yet due and payable, which are set forth on Disclosure Schedule 3.10(a);
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; orCompany or to the use of and operation of the Real Property;
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts Contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) the terms of any Company IP Agreements.
(b) Section Disclosure Schedule 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target CompanyCompany or a Subsidiary, the landlord under the lease, the rental amount currently being paid, and the expiration existence of the term of such any default under each lease or sublease for each leased or subleased propertysublease; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has Sellers have delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company or the applicable Subsidiary acquired such Real Property, and copies of all title insurance policies, opinionssurveys, abstracts zoning reports, engineering reports, business licensees, certificates of occupancy, and surveys any notice or correspondence from any federal, state, county, municipal or governmental authority concerning code violations or zoning violations or changes in the zoning classification in the possession of the Target Sellers or any Company Party and relating to the Real Property. With respect to leased Real Property, the Target Company has Sellers have delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property, including without limitation, any and all amendments to such leases, estoppel certificates or notices of any default sent by or to any Company Party. The Target No Company Party is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s and Subsidiaries’ business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No Except as set forth in any survey or title report or as otherwise disclosed to Buyer, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target CompanyCompany or an applicable Subsidiary. There are no Actions pending nor, to the Target Company’s Sellers’ Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. The Company has the right to purchase the Real Property leased pursuant to the lease identified in Disclosure Schedule Section 7.02(t).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Green Thumb Industries Inc.)
Title to Assets; Real Property. (a) Neither the Company nor any Subsidiary owns any real property. With respect to each parcel of real property leased or subleased by the Company or any Subsidiary (including any buildings, structures and facilities located thereon, the “Leased Real Property”), the disclosure under Item 2 of the 2018 Form 10-K is true and correct as of the Closing.
(b) The Target Company or a Subsidiary has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Leased Real Property and all personal property and other assets reflected in the Annual Financial Statements Audited Balance Sheet or acquired after the Audited Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Audited Balance Sheet Date. All such Leased Real Property, properties and assets (including leasehold interests) are free and clear of Encumbrances Encumbrances, except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Audited Balance Sheet;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target CompanyCompany and the Subsidiaries, as a whole;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting the Leased Real Property which are not, individually or in the aggregate, material to the business of the Target CompanyCompany and the Subsidiaries, as a whole; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.Company and the Subsidiaries, as a whole; and
(bv) those Encumbrances set forth in Section 3.10(b3.09(b) of the Disclosure Schedules lists Schedules.
(ic) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Leased Real Property in the conduct of the Target Company’s business of the Company and the Subsidiaries do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting agreement to which the Company is a part of party or, to the Real Property encroach on real property owned or leased by Company’s Knowledge, to which any third party is a Person other than the Target Companyparty. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature of, or in lieu of of, condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and Property, personal property property, and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice practices since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice practices or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances ordinances, and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice practices which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target The Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the no owned Real Property. With respect to leased Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete complete, and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy occupancy, or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate violate, in any material respect respect, any Law, covenant, condition, restriction, easement, license, permit permit, or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending noror, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property or Property, any portion thereof thereof, or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. Condition and Sufficiency of Assets . The furniture, fixtures, machinery, equipment, vehicles, and other items of tangible personal property of the Company are in good operating condition and repair, are adequate for the uses to which they are being put, and none of such furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The furniture, fixtures, machinery, equipment, vehicles, and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient for the continued conduct of the Company’s business after the Closing, in substantially the same manner as conducted prior to the Closing, and constitute all of the rights, property, and assets necessary to conduct the business of the Company as currently conducted. Intellectual Property . To Seller's Knowledge:
(a) Section 3.12(a) of the Disclosure Schedules contains a correct, current, and complete list of all:
(i) Company IP Registrations, specifying as to each, as applicable: the title, ▇▇▇▇, or design; the record owner and inventor(s), if any; the jurisdiction by or in which it has been issued, registered, or filed; the patent, registration, or application serial number; the issue, registration, or filing date; and the current status;
(ii) all unregistered Trademarks included in the Company Intellectual Property;
(iii) all proprietary Software of the Company; and
(iv) all other Company Intellectual Property material to the business as currently conducted. All required filings and fees related to the Company IP Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all Company IP Registrations are otherwise in good standing. Seller has provided Buyer with true and complete copies of file histories, documents, certificates, office actions, correspondence, and other materials related to all Company IP Registrations.
(b) Section 3.12(b) of the Disclosure Schedules contains a correct, current, and complete list of all Company IP Agreements, if any, specifying for each the date, title, and parties thereto. Seller has provided Buyer with true and complete copies (or in the case of any oral agreements, a complete and correct written description) of all such Company IP Agreements, including all modifications, amendments, supplements thereto, and waivers thereunder. Each Company IP Agreement is valid and binding on the Company in accordance with its terms and is in full force and effect. Neither the Company nor any other party thereto is, or is alleged to be, in breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including by non-renewal), any Company IP Agreement.
(c) The Company is the sole and exclusive legal and beneficial (and with respect to the Company IP Registrations, record) owner of all right, title, and interest in and to the Company Intellectual Property. The Company has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the Company’s business as currently conducted or as proposed to be conducted, and in each case, free and clear of Encumbrances other than Permitted Encumbrances. The Company has entered into binding, valid, and enforceable written Contracts with each current and former employee and independent contractor, who is or was involved in or has contributed to the invention, creation, or development of any Intellectual Property during the course of employment or engagement with the Company, whereby such employee or independent contractor (i) acknowledges the Company’s exclusive ownership of all Intellectual Property invented, created, or developed by such employee or independent contractor within the scope of his or her employment or engagement with the Company; (ii) grants to the Company a present, irrevocable assignment of any ownership interest such employee or independent contractor may have in or to such Intellectual Property; and (iii) irrevocably waives any right or interest, including any moral rights, regarding such Intellectual Property, to the extent permitted by applicable Law. Seller has provided Buyer with true and complete copies of all such Contracts.
(d) Neither the execution, delivery, performance of this Agreement, nor consummation of the transactions contemplated hereunder, will result in the loss of, impairment of, or payment of any additional amounts with respect to, nor require the consent of any other Person in respect of, the Company’s right to own or use any Company Intellectual Property or any Intellectual Property subject to any Company IP Agreement.
(e) All of the Company Intellectual Property is valid and enforceable, and all Company IP Registrations are subsisting and in full force and effect. The Company has taken all reasonable and necessary steps to maintain and enforce the Company Intellectual Property and to preserve the confidentiality of all Trade Secrets included in the Company Intellectual Property, including by requiring all Persons having access thereto to execute binding, written non-disclosure agreements.
(f) The conduct of the Company’s business as currently and formerly conducted, and the products, processes, and services of the Company, have not infringed, misappropriated, or otherwise violated the Intellectual Property or other rights of any Person. No Person has infringed, misappropriated, or otherwise violated any Company Intellectual Property.
(g) There are no Actions (including any opposition, cancellation, revocation, review, or other proceeding) settled, pending, or threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, or other violation by the Company of the Intellectual Property of any Person; (ii) challenging the validity, enforceability, registrability, patentability, or ownership of any Company Intellectual Property; or (iii) by the Company or any other Person alleging any infringement, misappropriation, or violation by any Person of the Company Intellectual Property. Neither Seller nor the Company is aware of any facts or circumstances that could reasonably be expected to give rise to any such Action. The Company is not subject to any outstanding or prospective Governmental Order (including any motion or petition therefor) that does or could reasonably be expected to restrict or impair the use of any Company Intellectual Property.
(h) The computer hardware, servers, networks, platforms, peripherals, data communication lines, and other information technology equipment and related systems, including any outsourced systems and processes, that are owned or used by the Company (“Company Systems”) are reasonably sufficient for the immediate needs of the Company’s business. In the past eighteen (18) months, there has been no unauthorized access, use, intrusion, or breach of security, or material failure, breakdown, performance reduction, or other adverse event affecting any Company Systems, that has caused or could reasonably be expected to cause any: (i) substantial disruption of or interruption in or to the use of such Company Systems or the conduct of the Company’s business; (ii) material loss, destruction, damage, or harm of or to the Company or its operations, personnel, property, or other assets; or (iii) material liability of any kind to the Company. The Company has taken all reasonable actions, consistent with applicable industry best practices, to protect the integrity and security of the Company Systems and the data and other information stored or processed thereon. The Company (x) maintains commercially reasonable backup and data recovery, disaster recovery, and business continuity plans, procedures, and facilities; (y) acts in material compliance therewith; and (z) tests such plans and procedures on a regular basis, and such plans and procedures have been proven effective in all material respects upon such testing. Inventory . All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practices, except for obsolete, damaged, defective, or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, works-in-progress, or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet DateDate or as set forth in Section 3.8 of the Disclosure Schedules. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due delinquent or being contested in good faith by appropriate procedures and payablefor which there are adequate accruals or reserves on the Balance Sheet;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or;
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or practice;
(v) liens in favor of customs and revenue authorities arising as a matter of Law to secure payments of customs duties in connection with the aggregate, material to importation of goods;
(vi) any Encumbrances against the business interest of the Target landlord or sublandlord of any leased Real Property that are not caused by Company and do not adversely affect Company’s leasehold interest in, or Company’s use of, such leased Real Property or otherwise impair Company’s business operations at or relating to such leased Real Property; or
(vii) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, Property and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the does not own any Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Sources: Merger Agreement (AtriCure, Inc.)
Title to Assets; Real Property. (a) The Target Company has have good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet DateTarget’ financial statements. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Companybusiness;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target CompanyTarget; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Companybusiness.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has have delivered or made available to Holdings Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has have delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting the Real Property. The Target Company is are not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s Target’ business do does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target CompanyTarget. There are no Actions pending nor, to the Target Company’s Target’ Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Sources: Merger Agreement (Fdctech, Inc.)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet DateDate and Company Intellectual Property which is covered in Section 3.12. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; , (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; property and (iii) the current use of such property. With respect to owned Real Property, the Target The Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the does not own any Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To the Knowledge of the Company, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Knowledge of the Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than (i) properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet DateDate and (ii) Company Intellectual Property which is covered in Section 3.12. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iiiii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; , (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; property and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s 's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To the Company’s Knowledge, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s 's Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold or license interest in, all Real Property and personal property and other assets reflected in used by it, located on its premises, whether or not shown on the Annual Financial Statements Most Recent Balance Sheet or acquired after the Balance Sheet Datedate thereof, other than properties and assets sold or otherwise unless disposed of since the date thereof in the ordinary course Ordinary Course of business consistent with past practice since the Balance Sheet DateBusiness. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as collectively, the “Permitted Encumbrances”):
(i) those items set forth liens for Taxes or other governmental charges not yet due and payable or being contested in Section 3.10(a) of good faith by appropriate procedures and for which there are adequate accruals or reserves on the Disclosure SchedulesMost Recent Balance Sheet;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course Ordinary Course of business consistent with past practice Business or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or;
(iv) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation;
(v) written licenses or other than with respect written grants of rights to owned Real Property, use Intellectual Property set forth in the Disclosure Schedules; and
(vi) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course Ordinary Course of business consistent with past practice Business which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of real property currently leased, subleased to, or otherwise occupied by, the Company (the portion of such real property current leased, subleased to, or otherwise occupied by the Company, the “Real Property”); (ii) if such property is leased or subleased by the Target Company, the landlord under the leaseapplicable lease or sublease for each parcel of Real Property (the “Leases”), the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased propertyLease; and (iii) the current use of such property. With respect to owned each parcel of Real Property, the Target . The Company has delivered or made available to Holdings Parent true, complete and correct copies of the deeds and other instruments (each Lease. Except as recordedset forth on Section 3.10(b) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real PropertyDisclosure Schedules, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, applicable Law or any covenant, conditioncondition or restriction contained in the Leases or, restrictionto the Knowledge of the Company, any easement, license, permit or agreementagreement applicable to such Real Property. No material improvements constituting a part of There exists no dispute between the Company and the landlord under any Lease.
(c) Other than the Real Property encroach on real property Property, the Company does not own, occupy or otherwise use or have any interest in any land or buildings (whether of freehold, leasehold or other tenure) or have any rights or obligations to acquire any such interest. The Company has never owned any land or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsbuildings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances Liens except for the following (collectively referred to as “Permitted EncumbrancesLiens”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens Liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens Liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Companybusiness;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; orProperty;
(viv) other than with respect to owned Real Property, liens Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are notbusiness; or
(v) other imperfections of title or Liens, individually if any, that have not had, and would not have, a material effect on the overall value or in the aggregate, material to the business utility of the Target Company’s business as currently conducted.
(b) Section 3.10(b) of the Disclosure Schedules lists lists: (i) the street address of each parcel of owned Real Property; and (ii) the street address of each parcel of leased Real Property, and a list, as of the date of this Agreement, of all leases for each parcel of leased Real Property (collectively, “Leases”), including the identification of the lessee and lessor thereunder.
(c) With respect to the owned Real Property, (i) there are no pending or, to the Knowledge of Seller, threatened, condemnation proceedings, lawsuits or administrative actions relating to the owned Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration title policies for each owned Real Property that Seller has in its records are listed on Section 3.10(c)(ii) of the term of such lease or sublease for each leased or subleased property; Disclosure Schedule, and (iii) there are leases, subleases, licenses, concessions, easements, servitudes, rights-of-way, encumbrances or contracts but neither the current use existence of such property. With respect rights nor the enforcement of any rights thereunder by any party thereto will have a Material Adverse Effect on the Company’s ability to operate its business consistent with past practices.
(d) Improvements on the owned Real Property, Property are maintained in accordance with the Target Company has delivered or made available to Holdings true, complete Company’s historical standards and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and are sufficient for operation of the Real Property in the conduct business of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsCompany as it is currently conducted.
Appears in 1 contract
Sources: Stock Purchase Agreement (Martin Midstream Partners Lp)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet DateDate or as set forth in Section 3.8 of the Company Disclosure Schedules. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and, with respect to any such material Taxes, for which there are adequate accruals or reserves on the Balance Sheet;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or;
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or practice;
(v) liens in favor of customs and revenue authorities arising as a matter of Law to secure payments of customs duties in connection with the aggregate, material to importation of goods;
(vi) any Encumbrances against the business interest of the Target landlord or sublandlord of any leased Real Property that are not caused by Company and do not adversely affect Company’s leasehold interest in, or Company’s use of, such leased Real Property or otherwise impair Company’s business operations at or relating to such leased Real Property;
(vii) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties; or
(viii) pledges or deposits to secure obligations under workers’ compensation Laws or similar legislation.
(b) Section 3.10(b) of the Company Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, Property and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the does not own any Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The Company’s use and operation of the Real Property in the conduct of the Target Company’s business do does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To the Company’s Knowledge, (i) no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There ; and (ii) there are no Actions pending nor, to the Target Company’s Knowledge, or threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Sources: Merger Agreement (AtriCure, Inc.)
Title to Assets; Real Property. (a) The Target Company has Bank and its Subsidiaries have good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):following:
(i) those items set forth in Section 3.10(a2.19(a)(i) of the Bank Disclosure SchedulesSchedule;
(ii) liens Liens for Taxes accrued but not yet due and payablepayable or being contested in good faith by appropriate procedures;
(iii) mechanics', carriers’, workmen’s, repairmen’s or other like liens Liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Companybusiness;
(iv) servitudes, easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which that are not, individually or in the aggregate, material to the business of the Target Company; orproperly recorded;
(v) other than with respect to owned Real Property, liens Liens arising under original purchase price conditional sales contracts Contracts and equipment leases Leases with third parties Third Parties entered into in the ordinary course of business consistent with past practice which are notbusiness;
(vi) those items that secure public or statutory obligations or any discount with, individually borrowing from, or obligations to any Federal Home Loan Bank, interbank credit facilities, or any transaction by the Bank’s Subsidiaries acting in the aggregatea fiduciary capacity; or
(vii) other imperfections of title or encumbrances, material to the business of the Target Companyif any, that have not had, and would not have, a Bank Material Adverse Effect.
(b) Section 3.10(b2.19(b) of the Bank Disclosure Schedules lists Schedule lists: (i) the street address of each parcel of owned Real Property; Property and (ii) if such property is the street address of each parcel of leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies a list, as of the date of this Agreement, of all title insurance policiesleases for each parcel of leased Real Property involving total annual payments of at least $50,000 (collectively, opinions“Leases”), abstracts and surveys in including the possession identification of the Target Company lessee and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingslessor thereunder.
Appears in 1 contract
Sources: Stock Purchase Agreement (First Bancshares Inc /MS/)
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the Annual Company Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Companybusiness;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; orProperty;
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are notbusiness; or
(vi) other imperfections of title or Encumbrances, individually or in the aggregateif any, material to the business of the Target Companythat have not had, and would not have, a Material Adverse Effect.
(b) Section 3.10(b) of the Disclosure Schedules lists lists: (i) the street address of each parcel of owned Real Property; and (ii) if such property is the street address of each parcel of leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies a list, as of the date of this Agreement, of all title insurance policiesleases for each parcel of leased Real Property involving total annual payments of at least $100,000 (collectively, opinions“Leases”), abstracts and surveys in including the possession identification of the Target lessee and lessor thereunder.
(c) The Company and relating (or one of its subsidiaries) owns or has the exclusive ability to the Real Property. With respect to leased Real Propertyaccess, including by use of “private keys” or other equivalent means, the Target Company has delivered (i) cash on hand, or made available to Holdings truecash held in cryptocurrency wallets or similar mediums of custody for cryptocurrencies and other tokens and digital assets or exchange accounts, complete (ii) cash equivalents, (iii) cryptocurrencies, tokens, digital assets and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use asset equivalents and operation of the Real Property (iv) assets held in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person accounts other than the Target Company. There are no Actions pending norany cryptocurrencies, to the Target Company’s Knowledgetokens, threatened against or affecting the Real Property or any portion thereof or interest therein digital asset and other asset equivalents, in the nature or each case in lieu of condemnation or eminent domain proceedingsall material respects.
Appears in 1 contract
Sources: Securities Exchange Agreement (Ecoark Holdings, Inc.)
Title to Assets; Real Property. (a) The Target Each Property Company has good and valid (and, in the case of owned Real Propertyreal property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property real property and personal property and other assets reflected in the Annual Partnership Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes taxes not yet due and payable;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target respective Property Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property real property which are not, individually or in the aggregate, material to the business of the Target respective Property Company; or;
(viv) other than with respect to owned Real Propertyreal property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target respective Property Company; or
(v) Mortgage loans, secured by Deeds of Trust, in the amounts listed on Schedule 4.12(a).
(b) Section 3.10(bSchedule 4.12(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such real property. With respect to owned Real Propertyreal property, the Target each Property Company has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target such Property Company acquired such Real Propertyreal property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target such Property Company and relating to the Real Property. With respect to leased Real Propertyreal property, together with any and all as-built surveys of the Target Company has delivered real property and its improvements and any architectural designs or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Propertyrenderings related thereto. The use and operation of the Real Property real property in the conduct of the Target each Property Company’s business do does not violate in any material respect any Lawlaw, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property real property encroach on real property owned or leased by a Person other than the Target respective Property Company. There are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property real property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (MacKenzie Realty Capital, Inc.)
Title to Assets; Real Property. (a) The Target Except as disclosed on Section 5.10(a) of the Disclosure Schedules, the Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedulesliens for Taxes not yet due and payable;
(ii) liens for Taxes not yet due being contested in good faith and payablefor which there are adequate accruals or reserves on the Balance Sheet;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or;
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company;
(vi) imperfections of title or Encumbrances that have not had, and would not have, a Material Adverse Effect; or
(vii) Liens that have not had, and would not have, a Material Adverse Effect.
(b) Section 3.10(b5.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property owned by the Company encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property owned by the Company or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Sources: Contribution Agreement and Plan of Merger (Alliqua BioMedical, Inc.)
Title to Assets; Real Property. (a) The Target Company RFSP has good and valid (and, in the case of owned Real Propertyreal property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property real property and personal property and other assets reflected in the Annual RFSP Audited Financial Statements or acquired after the RFSP Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Datebusiness. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):) encumbrances:
(i) those items set forth in Section 3.10(a) of the Disclosure SchedulesSchedule 3.10;
(ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet;
(iii) mechanics, carriers’, workmen’s, repairmen’s repairmen or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target CompanyRFSP;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property real property which are not, individually or in the aggregate, material to the business of the Target CompanyRFSP; or
(v) other than with respect to owned Real Propertyreal property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanyRFSP.
(b) Section 3.10(b) of the Disclosure Schedules Schedule 3.10 lists (i) the street address of each parcel of Real Propertyreal property; (ii) if such property is leased or subleased by the Target CompanyRFSP, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Propertyreal property, the Target Company RFSP has delivered or made available to Holdings Cocrystal true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company RFSP acquired such Real Propertyreal property, and copies of all title insurance policiesInsurance Policies, opinions, abstracts and surveys in the possession of the Target Company RFSP and relating to the Real Propertyreal property. With respect to leased Real Propertyreal property, the Target Company RFSP has delivered or made available to Holdings Cocrystal true, complete and correct copies of any leases affecting the Real Propertyreal property. The Target Company RFSP is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Propertyreal property. The use and operation of the Real Property real property in the conduct of the Target CompanyRFSP’s business do does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property real property encroach on real property owned or leased by a Person other than the Target CompanyRFSP. There are no Actions pending nor, to the Target Company’s KnowledgeRFSP knowledge, threatened in writing against or affecting the Real Property real property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target No ACFP Company owns or has owned any Real Property. An ACFP Company has, or will have at the Closing, good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets (except, in all cases, with respect to Intellectual Property, which is addressed in Section 3.12(c)) reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens Encumbrances for Taxes not yet due and payable, that are due but not yet delinquent or that are being contested in good faith and by appropriate proceedings;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens Encumbrances arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business ACFP Business;
(iv) non-exclusive licenses granted in the ordinary course of the Target Company; orbusiness;
(v) Encumbrances arising under equipment leases and other similar agreements with third parties entered into in the ordinary course of business consistent with past practice, which are not, individually or in the aggregate, material to the ACFP Business;
(vi) other than with respect to owned Real Property, liens Encumbrances arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice practice, which are not, individually or in the aggregate, material to the business of ACFP Business; and
(vii) Encumbrances arising under or relating to the Target CompanyCredit Agreement.
(b) Section 3.10(b) of the Disclosure Schedules lists as of the Original SPA Date: (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target an ACFP Company, the ACFP Company and the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use as of the Original SPA Date of such property. With respect to owned Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target applicable ACFP Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Seller or any ACFP Company and relating to the Real Property. With respect to leased Real Property, the Target Company Seller has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target No ACFP Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The To Seller’s Knowledge, the use and operation of the Real Property in the conduct of the Target Company’s business do ACFP Business does not violate in any material respect any Law, covenantPermit, conditionlease or real property license. To Seller’s Knowledge, restriction, easement, license, permit or agreement. No no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target an ACFP Company. There are no Actions pending nor, to the Target CompanySeller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Sources: Stock Purchase Agreement (BurgerFi International, Inc.)
Title to Assets; Real Property. (a) The Target Company does not own any Real Property and has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal tangible property and other tangible assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payablepayable or which are being contested in good faith through proper proceedings and for which adequate reserves have been established on the Company’s books in accordance with GAAP;
(iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting the Company’s Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.
(b) Section 3.10(b4.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is Property leased or subleased by the Target Company, ; (ii) the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target The Company has delivered or made available to Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Parent true, complete and correct copies of any leases affecting Real Property of the Real PropertyCompany. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Company’s Real Property in the conduct of the Target Company’s its business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Company’s Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Company’s Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Appears in 1 contract
Title to Assets; Real Property. Condition and Sufficiency of Assets.
(a) The Target Except as set forth on the Schedule 3.07(a) of the Disclosure Schedules, the Company or one of its Subsidiaries owns and has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in shown to be owned or leased by it on the Annual Financial Statements or acquired after the Latest Balance Sheet DateSheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances all Liens, except for Permitted Liens. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the following (collectively referred to as “Permitted Encumbrances”):
Acquired Companies, together with all other properties and assets of the Acquired Companies, are (i) those items set structurally sound, and in good operating condition and repair, (ii) sufficient for the continued conduct of the Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and (iii) constitute all of the rights, property and assets necessary to conduct the business of the Company as currently conducted, subject to maintenance and replacement in the ordinary course.
(b) Schedule 3.07(b) of the Disclosure Schedules sets forth a list of all real property owned (of record, beneficially or otherwise) by the Acquired Companies, with each property identified by the applicable common street address, and the owner’s name (such real property, together with all improvements and fixtures thereon and all easements and appurtenances thereunto belonging, collectively, the “Owned Real Property”). 18
(c) Schedule 3.07(c) of the Disclosure Schedules sets forth a list of all real property leases, subleases or other occupancies to which the Company is party as lessor or lessee or which the Company suffers or permits (the “Leases”). A true, correct and complete copy of each Lease has been delivered by the Company to Purchaser. Each of the Leases is a legal, valid and binding obligation of the Acquired Company party thereto, enforceable against such Acquired Company and, to the Company’s knowledge, the other parties thereto. All conditions precedent to the enforceability of each such Lease, to the Company’s knowledge, have been satisfied and there is no material breach or default, nor state of facts which, with the passage of time, notice or otherwise, would result in Section 3.10(aa material breach or default on the part of or by such Acquired Company or, to the Company’s knowledge, on the part of the lessor thereunder. Except as disclosed on Schedule 3.07(c) of the Disclosure Schedules;
(ii) liens , with respect to each Real Property, the applicable Acquired Company party is in exclusive possession thereof and of all easements, licenses or rights required by applicable Law for Taxes not yet due use and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that occupancy as are not delinquent, necessary and which are not, individually or in the aggregate, material to the conduct of such business thereon as currently conducted by such Acquired Company. The transactions contemplated by this Agreement do not require the consent of any other party to any Lease (except those for which such consents have been obtained), will not result in a breach of default thereunder, and will not otherwise cause any Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually Closing. No security deposit or in the aggregate, material to the business of the Target Company; or
(v) other than portion thereof deposited with respect to owned Real Propertyany such Lease has been applied in respect of a breach of or default under such arrangement that has not been redeposited in full. No Acquired Company owes, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into or will in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material future owe (based on actions taken prior to the business of Closing Date), any brokerage commissions or finder’s fees with respect to any Lease, and no party to any Lease is an Affiliate of, or otherwise has any economic interest in, the Target Company or any Acquired Company.
(bd) Section 3.10(bAn Acquired Company is the owner of good, marketable and indefeasible fee simple title to each parcel of the Owned Real Property, free and clear of every kind or description of Lien except (i) Permitted Liens and (ii) Liens set forth on Schedule 3.07(d) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such propertySchedules. With respect to owned Real Property, the Target The Company has delivered or made available to Holdings true, complete and correct Purchaser copies of the deeds and other instruments (as recorded) by which the Target Company Acquired Companies acquired such the Owned Real Property, Property and copies of all title insurance policies, opinions, abstracts and surveys in the possession relating to such Owned Real Property.
(e) None of the Target Company and relating Owned Real Property or, to the Real Property. With respect to leased Company’s knowledge, the Leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting subject to any option to purchase, purchase agreement, lease, sublease, right of first refusal or any other grant to any Person of any right to the possessionpurchase, lease, sublease, use, occupancy or enjoyment of such property or any leased Real Property. portion thereof or interest therein.
(f) The use and operation of the Real Property in the conduct of the Target Company’s Acquired Companies’ business do does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Owned Real Property or, to the Company’s knowledge, the Leased Real Property, encroach on real property owned or leased by a Person other than the Target Company. Acquired Companies.
(g) There are no Actions pending noror, to the Target Company’s Knowledgeknowledge, threatened against or affecting the Owned Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
(h) The Owned Real Property and, to the Company’s knowledge, the Leased Real Property, has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service the property for its intended use. With respect to the Owned Real Property and, to the Company’s knowledge, the Leased Real Property, (A) all public utilities necessary or convenient to the full use and enjoyment of such Real Property are located either in the public right of way abutting such Real Property (which are connected so as to serve such Real Property without passing over other property) or in recorded easements serving such Real Property and (B) all roads necessary for the use of such Real Property for its current respective purposes have been completed and dedicated to public use and accepted by all Governmental Authorities. No Acquired Company has received any notice from any insurance company or board of fire underwriters of any defects or inadequacies in or on any Real Property or any part or component thereof that could materially and adversely affect the insurability of the Real Property or cause any increase in the premiums for insurance for the Real Property that have not been cured or repaired.
(i) The Real Property constitutes all of the real property currently used or occupied by any Acquired Company in connection with or related to its business, sufficient for all of the Acquired Companies’ businesses and operations, and each applicable Acquired Company enjoys peaceful and undisturbed possession of the Leased Real Property sufficient for its current business and operational use requirements thereon.
(j) No Acquired Company is a party to any agreements with owners or users of real property adjacent to any facility located on any parcel of the Real Property relating to the use, operation or maintenance of such Real Property or any adjacent real property which could materially and adversely affect the operation of such Acquired Company’s business conducted thereon.
(k) To the Company’s knowledge, none of the Real Property or any portion thereof is located in a flood hazard area (as defined by the Federal Emergency Management Agency).
(l) Except as set forth on Schedule 3.07(l) of the Disclosure Schedules, no Acquired Company has collaterally assigned or granted any Lien on any interest in a Real Property or Lease, in each case, other than Permitted Liens.
Appears in 1 contract
Sources: Merger Agreement
Title to Assets; Real Property. (a) The Target Company has (i) good and valid (and, in the case of indefeasible fee simple title to all owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable(ii) title to, or a valid leasehold interest inin all leased Real Property, and (iii) good and valid title to all Real Property and personal property and other assets reflected in on the Annual Financial Statements Balance Sheet or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course Ordinary Course of business consistent with past practice Business since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items Encumbrances set forth in Section 3.10(a3.09(a) of the Disclosure SchedulesSchedule;
(ii) liens Encumbrances for Taxes not yet due and payablepayable or which are being contested in good faith and for which adequate reserves have been established in the Financial Statements in accordance with GAAP;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens Encumbrances arising or incurred in the ordinary course Ordinary Course of business consistent with past practice Business or amounts that are not delinquent, and which are not, individually or in the aggregate, material pursuant to the business of the Target Companyapplicable Law;
(iv) easements, rights of way, zoning ordinances ordinances, building codes, and other similar encumbrances non-monetary Encumbrances affecting the Real Property which (A) do not materially interfere with the present use of such Real Property in the conduct of the Company’s business, (B) are notset forth on the owner policy of title insurance previously obtained by the Company, or (C) are otherwise set forth on a commitment for title insurance issued to, or obtained by, Buyer;
(v) Encumbrances consisting of pledges or deposits required in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers;
(vi) Encumbrances securing capital lease obligations, which capital lease obligations are recorded on the Balance Sheet in accordance with GAAP;
(vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease;
(viii) Encumbrances of public record or other imperfections in title which are not material in character, amount or extent and which do not individually or in the aggregate, material to aggregate materially detract from the value or materially interfere with or prohibit the present use of the assets or operations of the business (as currently conducted) subject thereto or affected thereby;
(ix) as of the Target Companydate of this Agreement but not as of the Closing, all Encumbrances for Indebtedness; orand
(vx) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course Ordinary Course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target CompanyBusiness.
(b) Section 3.10(b3.09(b) of the Disclosure Schedules Schedule lists (i) the street address of each parcel of Real Property and the parcel identification number of each owned parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available shall exercise good faith and commercially reasonable efforts to Holdings cooperate with Buyer’s investigation of the condition and suitability of the Real Property for Buyer’s purposes including, without limitation, delivery to Buyer of true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts policies and surveys in the possession of Sellers or the Target Company and relating to the Real Property. With respect to Real Property leased Real Propertyby the Company, the Target Company has delivered or made available to Holdings Buyer true, complete and correct copies of any leases leases, including amendments, and/or any other occupancy agreements affecting the Real Property. The Target Except as set forth on the Disclosure Schedule, the Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy occupancy, or enjoyment of any leased Real Property. The Company has not received any written notice that the use and operation of the Real Property in the conduct of the Target Company’s business do not violate violates in any material respect any Law, covenant, condition, restriction, easement, license, permit permit, or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending norpending, nor to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. The Company has not granted to any Person any options, rights of first refusal or other purchase rights with respect to the Real Property. Except as set forth on the Disclosure Schedule, to the Company’s Knowledge, there are no pending appeals or proceedings for the adjustment of the assessed value of all or any portion of the Real Property.
Appears in 1 contract
Title to Assets; Real Property. (a) The Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"Permitted Encumbrances”"):
(i) those items set forth in Section 3.10(a3.09(a) of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable;
(iii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent, delinquent and which are not, individually or in the aggregate, material to the business of the Target Company;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Target Company; or
(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Target Company.;
(b) Section 3.10(b3.09(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Target Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Holdings Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Target Company’s 's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Company. There are no Actions pending nor, to the Target Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.the
Appears in 1 contract