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. 24 Leases........................................................................24
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. (a) Section 3.12(a) of the Disclosure Schedule sets forth a true, correct and complete list of all Leased Real Properties. As to each such Leased Real Property, Sellers warrants the following is true and correct: (i) the Group Companies have not leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) each Leased Real Property is in good operating condition and repair in all material respects, subject to ordinary wear and tear, and no Leased Real Property has suffered a fire or other casualty that has not been fully repaired and restored, and (iii) each Leased Real Property (including, without limitation, utilities serving such Leased Real Property) is, in all material respects, adequate for the business operations as currently used.
(b) Section 3.12(b) of the Disclosure Schedules includes a true, correct and complete list of all Leases to which any Group Company is a party as lessee, together with any amendments, or modifications thereto or guaranties thereof. As to each Leased Real Property, except as disclosed in Section 3.12(b) of the Disclosure Schedules (i) no Group Company has assigned, subleased, transferred, conveyed, mortgaged, or otherwise encumbered in any material respect any interest in such leasehold interest, and there are no options or rights of first offer or refusal to acquire any such rights; (ii) except for matters addressed by the payment of Cure Costs or as would not reasonably be expected to be material to the Leased Real Property subject to the applicable Lease, there is no existing monetary default or material non-monetary default (beyond applicable notice and cure periods) on the part of any Group Company under any Leases, or on the part of any landlord thereunder, and no Group Company has received written notice from any landlord thereunder of any default that remains uncured or any event or circumstance that with the passage of time would become a default that remains uncured; and (iii) a true and correct copy of each Lease has been provided to Buyer; and (iv) subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except as a result of the commencement of the Chapter 11 Cases, the Leases are in full ...
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.
Leased Real Property. Section 2.10(b) of the Seller Disclosure Letter sets forth a list of all leases, subleases, licenses and/or occupancy agreements for any real property pursuant to which a Transferred Entity is a tenant, subtenant, licensee, occupant, lessor or sublessor, excluding any such leases involving annual rental payments of less than $250,000 that are not for a manufacturing facility and any leases that are not for a manufacturing facility that have a term of one year or less or that are terminable by such Transferred Entity at any time upon notice within one year or less without any penalty (each, a “Real Property Lease” and collectively, the “Real Property Leases,” and the parcel of property with respect thereto, the “Leased Real Property”). With respect to each parcel of Leased Real Property:
(i) such Leased Real Property has been maintained in all material respects in accordance with the applicable Real Property Lease;
(ii) to the Knowledge of Seller, no security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been redeposited in full;
(iii) to the Knowledge of Seller, there are no condemnation or expropriation claims pending or threatened in writing against or affecting the Leased Real Property or any portion thereof or interest therein;
(iv) neither Seller nor any of its Affiliates (including any Transferred Entity) owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease;
(v) neither Seller nor any of its Affiliates (including any Transferred Entity) has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein; and
(vi) the Leased Real Property and each Transferred Entity’s use and operation thereof complies in all material respects with all insurance requirements applicable to said buildings and improvements.
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...
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. (a) No Seller owns any real property.
(b) Schedule 4.4(b) sets forth a true, correct and complete list of each parcel of real property leased by Sellers (the “Leased Real Property”). Schedule 4.4(b) identifies with an asterisk each Lease that requires the consent of or notice to the lessor thereunder to avoid any material breach, default or violation of such Lease in connection with the transactions contemplated hereby, including the assignment of such Lease to Purchaser.
(c) The Seller identified on Schedule 4.4(b) as the tenant under each Lease has a valid leasehold interest in the Leased Real Property identified for such Lease, subject to Permitted Liens.
(d) No Seller has received notice that any portion of the Leased Real Property, or any buildings or improvement located thereon, violates any Law in any material respect, including those relating to zoning, building, land use, environmental, health and safety, fire, air, sanitation and noise control. Except for the Permitted Liens and to the Knowledge of Sellers, no Leased Real Property is subject to (i) any decree or order issued or threatened or proposed to be issued by any Governmental Entity or (ii) any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever.
(e) The improvements and fixtures on the Leased Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, except where the costs of any individual repair to return such improvements and fixtures to such condition would not exceed $10,000. Sellers have not received notice of any pending or threatened condemnation, expropriation or similar proceeding against any of the Leased Real Property or any improvement thereon. Except as set forth on Schedule 4.4(e), the Leased Real Property constitutes all of the real property utilized by Sellers for the operation of the Business.
(f) There is no unrestored fire or other casualty damage affecting any of the Leased Real Property.
(g) Public utilities (including water, electricity, gas, sanitary sewerage, storm water drainage facilities, and telephone utilities) sufficient to operate the Leased Real Property for its current uses are available and, as may be appropriate or applicable, are connected to the buildings located on the Leased Real Property.
(h) Sellers have obtained all material Permits required for the occupancy and use of the Leased Real Property for their current ope...