Leased Real Property Sample Clauses
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Leased Real Property. Section 4.16(b) of the Company Disclosure Letter sets forth a complete and accurate list of all Real Property Leases covering all real property leased or subleased to any Company Entity (such real property, the “Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date:
(i) such Real Property Lease relates to use of existing premises (and is not a ground lease);
(ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect;
(iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease;
(iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold;
(v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease;
(vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws;
(vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business;
(viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property;
(ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease;
(x) the copies of ...
Leased Real Property. Each of the Companies has valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16 (collectively, the “Leased Real Property”), in each case free and clear of all Encumbrances, except for Permitted Exceptions. Following completion of the transactions contemplated herein, each of the Companies shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used or occupied by the Companies. With respect to the Leased Real Property: (a) each of the Companies has all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or to the Knowledge of the Company any threatened, condemnation proceeding or other proceeding by any public authority; (c) to the Company’s Knowledge, the Buildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants and structures are not, and the operation of the Business at the Leased Real Property is not, in violation of any zoning or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and shall not, individually or in the aggregate, result in a Material Adverse Effect; (e) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any parcel of Leased Real Property; and (f) the Leased Real Property is supplied with utilities and other services for the operation of such facilities as conducted by the Companies.
Leased Real Property. (a) Section 4.11(a) of the Disclosure Schedules sets forth a detailed description of certain real property (i) leased by the Acquired Company situated in Cuernavaca, Mexico and (ii) leased pursuant to the Plant B Lease and the Georgia Lease (the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which any Asset Seller or the Acquired Company holds such Leased Real Property (collectively, the “Leases”). Sellers have delivered to Buyers a true and complete copy of each Lease. With respect to each Lease:
(i) such Leases are valid, binding, enforceable and in full force and effect, and Sellers enjoy possession of the Leased Real Property;
(ii) Sellers are not in breach or default under such Leases, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and Sellers have paid all rent due and payable under such Leases;
(iii) Sellers have not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by any Seller under the Leases and, to the Knowledge of Sellers, no other party is in default thereof, and no party to the Leases has exercised any termination rights with respect thereto;
(iv) Sellers have not subleased, assigned or otherwise granted to any Person other than an Affiliate the right to use or occupy such Leased Real Property or any portion thereof; and
(v) Sellers have not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in the Leased Real Property.
(b) Neither the Acquired Company nor any Asset Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to materially and adversely affect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of the Leased Real Property has been damaged or destroyed by fire or other casualty....
Leased Real Property. Section 4.13(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to the business of the Company Group, taken as a whole, (i) there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty thereto; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the Company.
Leased Real Property. Schedule 4.5(b) sets forth a true and correct list of each parcel of real property in which each Seller holds a leasehold estate and identified by such Seller (the “Leased Real Property”), including the address of each such leased property. Accurate and current copies of all real property leases, subleases, licenses or other occupancy agreements (and all amendments thereto) set forth on Schedule 4.5(b) (the “Leases”) have been delivered to Parent and Buyer. Except as set forth on Schedule 4.5(b), with respect to each of the Leases: (i) such lease is valid, binding, enforceable and in full force and effect against Seller; (ii) the transactions contemplated by this Agreement do not require the consent of any other party to such lease (except for those Leases for which lease consents are obtained), will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be valid, binding, enforceable and in full force and effect on materially identical terms following the Closing; (iii) neither Sellers’ possession or quiet enjoyment of the Leased Real Property under such Lease has been disturbed and there are no disputes with respect to such Lease; (iv) neither Seller nor, to the Sellers’ Knowledge, any other party to the Lease is in breach of or default under such Lease, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease; (v) to the Sellers’ Knowledge, no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full; (vi) neither Seller nor MFFB owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in the Sellers or MFFB; (viii) neither Seller has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; (ix) neither Seller has collaterally assigned or granted any other lien or Encumbrance with regard to such Lease or any interest therein that would have a material adverse effect on the use of the Leased Real Property; and (x) there are no liens or Encumbrances on the estate or interest created...
Leased Real Property. There are no pending or, to the knowledge of the Company, any threatened condemnation proceedings, lawsuits or other Actions relating to any real property leased by the Company or any of its Subsidiaries or any of the buildings, structures and facilities located thereon (the “Leased Real Property”) or other matters affecting adversely the current use, occupancy or value thereof. The Company and its applicable Subsidiaries enjoy quiet possession under all leases for each parcel of Leased Real Property (each, a “Lease”) and no Leased Real Property under any such Lease is subject to any Lien, easement, right-of-way, building or use restriction, exception, variance, reservation or limitation, as might, in any material respect, interfere with or impair the present and continued use thereof by the Company or its Subsidiaries in the usual and normal conduct of the business of the Company and its Subsidiaries.
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Leased Real Property. (i) The Leased Real Property constitutes all real property which is used (or intended for use) by Sellers and their respective Affiliates in the conduct of the Business as of the date hereof, other than the Owned Real Property and the Excluded Real Property;
(ii) The Leases (A) are in full force and effect and constitute the valid and legally binding obligation of the Seller which is a party thereto, as applicable, enforceable in accordance with its terms, (B) have not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Purchasers and (C) have not been assigned in any manner by any Seller;
(iii) There exists no material breach or material default, and no event or condition, which, upon the giving of notice or the lapse of time or both, would constitute a material default by any Seller, or, to the Knowledge of Sellers, by any other party thereto, under any of the Leases;
(iv) Each Seller that is either the tenant, subtenant, licensee or sublicensee, as applicable, named under each Lease has a good and valid leasehold interest in such Leased Real Property, free and clear of all Liens, except for Permitted Encumbrances, subject in each case to the terms and conditions of the applicable Lease. Except as set forth in Section 5.7(b) of the Disclosure Schedule, to the Knowledge of the Sellers, none of the Sellers nor any of their respective Affiliates has received any correspondence or written notice from any counterparty to a Lease giving notice of a default or an event of default thereunder or an intention to terminate such agreement; and
(v) Except as provided in the Leases, there are no outstanding contracts granted by Sellers or any of their respective Affiliates to any third person to purchase or lease any Leased Real Property, or any portion thereof or interest therein and, except as set forth in Section 5.7(b) of the Disclosure Schedule, no Leases include a right or option to purchase any real property or interest therein.
(vi) With respect to each Lease:
(1) Subject to obtaining the Required Consents, the transactions contemplated by this Agreement (1) do not require the consent of any person with respect to any Lease (including any landlord or sub-landlord, as applicable), (2) will not result in a breach of or default under such Lease that will not be cured if the Sellers are able to secure the Required Consents, or (3) otherwise will not cause such Lease to cease...
Leased Real Property. Section 3.15(a)(i) of the Company Disclosure Schedule contains a list and brief description of all leases, subleases, licenses and other occupancy agreements (the “Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or any of its Subsidiaries leases real property as tenant (the “Leased Real Property”) and the Company has made available to Parent a true and complete copy of each such Lease. Except as set forth in Section 3.15(a)(ii) of the Company Disclosure Schedule, with respect to each of the Leases, (i) such Lease is in full force and effect and constitutes a legal, valid and binding obligation of the Company or its applicable Subsidiary and to the knowledge of the Company, the other parties thereto, (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased Real Property pursuant to such Lease, (iii) to the knowledge of the Company there are no defaults (or any conditions or events that, after notice or the lapse of time or both, would constitute a default) under the Lease or disputes under such Lease, which default or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect and (iv) the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to the extent as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.
Leased Real Property. Section 4.8(b) of the Seller Disclosure Letter sets forth a true and correct list, as of the Effective Date, of all real property leased or subleased to (x) a Purchased Company or (y) an Asset Seller that is primarily used or held for primary use in the Business, excluding in each case all such real property that constitutes a Separation Asset (the “Leased Real Property” and such leases and subleases, each as amended to date, under which the Leased Real Property is leased or subleased, the “Leases”). Parent has made available to Purchaser true and correct copies of each Lease. With respect to each Lease:
(i) such Lease is in full force and effect in all material respects and is valid and enforceable by an Asset Seller or a Purchased Company, as applicable, and, to the Knowledge of Parent, each other party thereto, in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles;
(ii) no Asset Seller or Purchased Company is in breach or default of or noncompliance with, or has received any written notice of any breach, default, noncompliance or event that, with notice or lapse of time, or both, would constitute a default by a Purchased Company or Asset Seller under such Lease, except as would not reasonably be expected, individually or in the aggregate, to result in a material Liability of the Purchased Companies and the Asset Sellers, taken as a whole, or otherwise be material to the Business, taken as a whole; and
(iii) to the Knowledge of Parent, no other party to such Lease is in breach or default of such Lease, except for any such breaches or defaults that would not reasonably be expected, individually or in the aggregate, to result in a material Liability owed to the Purchased Companies and the Asset Sellers, taken as a whole, or otherwise be material to the Business, taken as a whole.
(i) All buildings, structures, fixtures, building systems, equipment and other improvements located on the Owned Real Property and the Leased Real Property have received all necessary Permits required in connection with the use thereof being made as of the Effective Date and (ii) to the Knowledge of Parent, there are no Actions pending or threatened under any condemnation, zoning, eminent domain, land-use or other Law applicable to the Owned Real Property or t...