Property Matters. (1) The Transaction Entities or the Subsidiaries have good and marketable title (either in fee simple or pursuant to a leasehold interest) to all of the properties owned or leased by them (the “Properties”), in each case, free and clear of all Liens except such as (i) are disclosed in the Prospectus; or (ii) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property, improvements, equipment and personal property held under lease by the Company or any Subsidiary are held under valid, existing and enforceable leases which are in full force and effect, and none of the Company, Operating Partnership nor any Subsidiary or, to any Transaction Entity’s knowledge, any other party, is in default under any such lease, with such exceptions as are disclosed in the Prospectus or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
Property Matters. (A) Except as disclosed in the Registration Statement and the Prospectus or as would not, individually or in the aggregate, have a Material Adverse Effect, the Company or its subsidiaries have good and marketable title (either in fee simple or pursuant to a leasehold interest) to all of the properties owned or leased by them (the “Properties”), in each case, free and clear of all liens, encumbrances, claims, security interests and defects;
Property Matters. (a) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to the Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the execution and delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted Encumbrances"); and the Lessee shall warrant and defend the Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever;
Property Matters. (a) Section 8.18(a) of the Rhino Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by Rhino and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) (collectively, the “RhinoRx Leases”), including, with respect to each location, a description of (i) the location of the premises (the “RhinoRx Leased Premises”), (ii) the landlord, (iii) the date of the lease and (iv) the dates of any extensions, amendments, supplements and other modifications thereof. All RhinoRx Leases are valid and in full force and effect. Neither Rhino nor any of its Subsidiaries nor, to the knowledge of Rhino, any other party to any RhinoRx Lease has (i) violated any provisions of, or committed or failed to perform any act that, with or without notice, lapse of time or both, would constitute a default under the provisions of any RhinoRx Lease, (ii) received notice of the events in clause (i), or (iii) received notice of termination, cancellation or non-renewal of any such RhinoRx Lease. Rhino has made available to Hippo true and complete copies of all the RhinoRx Leases, all modifications or amendments thereto or waivers thereunder and all subordination and non-disturbance agreements relating thereto.
Property Matters. CUSTOMER PREMISES Licence to occupy Customer Premises Any Customer Premises shall be made available to the Service Provider on a non-exclusive licence basis free of charge and shall be used by the Service Provider solely for the purpose of performing its obligations under this Call Off Contract. The Service Provider shall have the use of such Customer Premises as licensee and shall vacate the same immediately upon completion, termination, expiry or abandonment of this Call Off Contract and in accordance with Call Off Schedule 9 (Exit Management). The Service Provider shall limit access to the Customer Premises to such Service Provider Personnel as is necessary to enable it to perform its obligations under this Call Off Contract and the Service Provider shall co-operate (and ensure that the Service Provider Personnel co-operate) with such other persons working concurrently on such Customer Premises as the Customer may reasonably request. Save in relation to such actions identified by the Service Provider in accordance with Clause 2 (Due Diligence) and set out in the Call Off Order Form (or elsewhere in this Call Off Contract), should the Service Provider require modifications to the Customer Premises, such modifications shall be subject to Approval and shall be carried out by the Customer at the Service Provider's expense. The Customer shall undertake any modification work which it approves pursuant to this Clause 30.1.3 without undue delay. Ownership of such modifications shall rest with the Customer. The Service Provider shall observe and comply with such rules and regulations as may be in force at any time for the use of such Customer Premises and conduct of personnel at the Customer Premises as determined by the Customer, and the Service Provider shall pay for the full cost of making good any damage caused by the Service Provider Personnel other than fair wear and tear. For the avoidance of doubt, damage includes without limitation damage to the fabric of the buildings, plant, fixed equipment or fittings therein. The Parties agree that there is no intention on the part of the Customer to create a tenancy of any nature whatsoever in favour of the Service Provider or the Service Provider Personnel and that no such tenancy has or shall come into being and, notwithstanding any rights granted pursuant to this Call Off Contract, the Customer retains the right at any time to use any Customer Premises in any manner it sees fit. Security of Customer Premises The...
Property Matters. The Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Property is cared for, protected or insured, it being understood and agreed that in respect of the Property, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, and that Agent shall have no duty or liability whatsoever to the Lenders, except to the extent resulting from its gross negligence or willful misconduct.
Property Matters. (a) Each party waives and renounces the benefit of all provisions of law, as now in effect or as enacted in the future, relating to actions of partition of real and personal property, and agrees that it will not resort to any actions in law or in equity to partition the real and personal property subject to this Agreement. In addition, each party acknowledges (i) that dilution and conversion of a Participating Interest is a fair means of measuring the anticipated economic impact of non-participation in the applicable circumstances referred to herein and (ii) that conversion to a royalty can lead to an interest of greater value than the originally held Participating Interest.
Property Matters. 29 SECTION 3.07.
Property Matters. 5.10.1 Except as disclosed on Schedule 5.10, no notices have been received by Kensington-Iowa from the holder of any of the existing mortgages on the Property or from insurers or governmental authorities requiring any work to be performed with respect to the Property which has not already been performed. 5.10.2 Except as disclosed on Schedule 5.10, the Property and the present use of the Property does not violate any provisions of any applicable zoning ordinances, building codes, fire regulations, or other governmental ordinances, orders, or regulations. 5.10.3 Except as disclosed on Schedule 5.10, there are no hidden structural or mechanical defects in the buildings or improvements located on the Real Estate or of any roof or wall leaks, or backed up sewer problems. All improvements on the Real Estate were constructed in accordance with applicable law and substantially in conformity with all plans and specifications pertaining thereto, copies of which have been delivered to or made reasonably available to Karrington. At Closing, Kensington-Iowa shall assign all of its interest in appliance and equipment manufacturers' warranties, and all other warranties relating to the construction of the improvements on the Real Estate, if any, to the extent assignable. 5.10.4 Except as disclosed in Schedule 2.1.2, there are no leases affecting the Real Estate except for the Resident Agreements. 5.10.5 To the Knowledge of Kensington-Iowa there is no threatened taking by any governmental authority which would affect, involve or be adverse to the Property. 5.10.6 To the Knowledge of Kensington-Iowa, except as disclosed in the Environmental Audit, there are no xxxxx, underground or above-ground storage tanks, or individual sewage treatment systems on the Property. 5.11
Property Matters. ITEM 6.10(c) Consents and Approvals.
