Real Estate Clause Samples

Real Estate. (a) Purchaser understands and agrees that Goodyear will not extend the L▇▇▇ Road Lease beyond its current termination date and that if Purchaser desires to continue in occupation of the Leased Real Property thereafter, Purchaser will need to acquire rights directly from the underlying owner of such property. Between the date hereof and the Closing, Goodyear will use reasonable efforts to obtain the execution, by the lessor of the Leased Real Property, of an estoppel certificate in substantially the form attached as Exhibit Q hereto (the “Estoppel Certificate”). (b) Goodyear has previously provided or made available to Purchaser a copy of the Title Commitment (the “Title Commitment”), dated December 6, 2004, in respect of the Owned Real Property prepared by Commonwealth Land Title Insurance Company (the “Title Company”), together with legible copies of all underlying documents included in the Title Commitment for any exceptions to title referred to in the Title Commitment. Sellers will use reasonable efforts to (i) cure each of the exceptions to title as to the Owned Real Property appearing in the Title Commitment and listed on Schedule 6.13(b) hereto (such exceptions, collectively, the “Title Objections”) and (ii) cause the Title Company to remove from the Title Commitment all exceptions to title with respect to the Owned Real Property that constitute Title Objections, other than, in each case, any Title Objections that the Title Company agrees to insure over (collectively, the “Insured Exceptions”); provided, however, that in no event will Sellers be required to incur or pay any fees, expenses or liabilities, in an aggregate amount, as to all Sellers, in excess of $10,000, or to agree to any material amendment of, or commitment in, any document, instrument or agreement to which any Seller is, or is or would be proposed to be, a party, in connection with such efforts. In the event that the Closing occurs hereunder, Sellers shall thereafter, within thirty (30) days after their receipt of a written request therefor from Purchaser, together with supporting information in reasonable detail, pay to Purchaser an amount equal to 100% of the premium billed to Purchaser for a single policy of title insurance with respect to the Owned Real Property issued by the Title Company and based upon the Title Commitment (in the form most recently issued by the Title Company as of the Closing), provided that Purchaser has ordered such policy on or before 30 Days after the Clo...

Real Estate. (a) As of the Amended and Restated Effective Date, Schedule 4.25(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leases. (b) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect. (c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect. (d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party. (e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels. (f) The use...

Real Estate. (a) The Company owns and possesses (a) good and valid leasehold interests in and to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other Real Property, in each case free and clear of all Liens, encumbrances or other exceptions to title, other than (i) as of the Closing Date, the Title Exceptions and (ii) as of any date thereafter, Permitted Liens. (b) The Mortgage is a valid first priority Lien on the Company’s right, title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the Real Property or any interest therein. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. As of the Closing Date, Schedule 4.13 contains a true, accurate and complete list of (i) all Real Estate Assets, and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect and Holdings does not have knowledge of any default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)

Real Estate. The Real Estate sector renders to THE PARTIES the services consisting in sales and acquisitions of real estate, except for real estate assigned to the agricultural business. It monitors the properties considered to be “land reserves” and takes part in the businesses arising from governmental grants (exploitation concessions and private initiatives).

Real Estate. Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned by Seller, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying pr...

Real Estate. (a) The Company owns interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Owned Premises"). With respect to each such parcel of owned real property: (i) the Company has good and marketable title to the parcel of real property, free and clear of any Encumbrance, easement, covenant or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending or, to the knowledge of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject thereto. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the Company is the lessee of each of the Leased Premises, and no party other than the Company has any right to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturb...

Real Estate. As of the Closing Date, Schedule 6.10(b) contains a true, accurate and complete list of all Real Estate Assets of the Credit Parties.