Real Estate. As of the Third Restatement Date, Schedule 4.12 contains a true, accurate and complete list of (i) all Real Estate Assets, and (ii) all leases, subleases, licenses or assignments of leases, subleases, licenses or other agreements (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 (licensor) or tenant (licensee) (whether directly or as an assignee or successor in interest) under such lease, sublease, license, assignment or other agreement. Each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect and Borrower does not have knowledge of any default that has occurred and is continuing thereunder, except to the extent that the failure to be in full force and effect or the occurrence and continuance of a default, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, 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. To the knowledge of the Credit Parties, none of the buildings or other structures located on any Real Estate Asset encroaches upon any land not owned or leased by a Credit Party (except in a manner that constitutes a Permitted Lien), and there are no restrictive covenants or statutes, regulations, orders or other laws which restrict or prohibit the use in any material respect of any Real Estate Asset or such buildings or structures for the purposes for which they are currently used. To the knowledge of the Credit Parties, there are no expropriation or similar proceedings, actual or threatened, against any Real Estate Asset or any part thereof.
Real Estate. The DSKX Group does not own any real property that is used in the operation of the DSKX Business. Section 4.13 of the DSKX Disclosure Schedule contains a true, complete and accurate list of the Leased Real Estate, including, each relevant Lease, the date of such Lease and any amendments thereto. Except as would not, individually or in the aggregate, be material to the DSKX Business, (i) each member of the DSKX Group has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease to it for the full term of the respective Lease, free and clear of any Liens other than Permitted Liens, (ii) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (iii) no DSKX Group member nor, to DSKXs Knowledge, any third Party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the provisions of, any Lease. Except as set forth on Section 4.13 of the DSKX Disclosure Schedule, the DSKX Group have not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor have the DSKX Group entered into with any other Person any sublease, license or other agreement that is material to the DSKX Business and that relates to the use or occupancy of all or any portion of the Leased Real Estate.
Real Estate. Company owns no real property. Company has a valid leasehold interest in all material real property leased, used or occupied by the Company, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or sublessees in such matters that are reflected in the lease as in effect on the date hereof; (b) for current taxes not yet due and payable; and (c) for such Encumbrances, if any, as do not materially detract from the value of or materially interfere with the present use of such property. Company is in possession of the properties purported to be so leased, and each such lease is valid without default thereunder by the lessee or, to the knowledge of Company, the lessor. Company has made available to Parent complete and correct copies of all leases relating to such real property, including all amendments, supplements, side letters and other modifications thereto.
Real Estate. 1. Schedule 5.11(a)(i) sets forth an accurate, correct and complete list of each parcel of real property owned by the Company or its subsidiaries (the "OWNED REAL ESTATE"), including a street address, and/or legal description and a list of all material unrecorded contracts and agreements, oral or written, relating to or affecting the Owned Real Estate or any interest therein (the "OWNED REAL ESTATE AGREEMENTS"). The Company has delivered to Buyer accurate, correct and complete copies (or abstracts of oral agreements) of all Owned Real Estate Agreements. The Owned Real Estate and the real property subject to Real Estate Leases (as hereinafter defined) is collectively referred to as the "REAL ESTATE." Except as shown or reflected in the Commitments (as hereinafter defined) and as set forth in Schedule 5.11(a)(ii) and the Surveys, the Company or a subsidiary is the sole and exclusive legal and equitable owner of all right, title and interest in and has good, marketable and insurable title in fee simple absolute to, and is in possession of, all Owned Real Estate, including the buildings, structures and improvements situated thereon and appurtenances thereto, in each case free and clear of all tenancies and other possessory interests, security interests, conditional sale or other title retention agreements, liens, encumbrances, mortgages, pledges, assessments (other than assessments not yet due and payable), and further, to the knowledge of the Company without having conducted title searches and surveys other than the Commitments and Surveys, free and clear of easements (other than utility easements), rights of way, covenants, restrictions, reservations, options, rights of first refusal, defects in title, encroachments and other burdens other than for taxes and assessments not yet due and payable. All material unrecorded contracts, agreements and undertakings affecting the Owned Real Estate are set forth in Schedule 5.11(a)(iii) and are legally valid and binding and in full force and effect, and, to the knowledge of the Company, there are no defaults, offsets, counterclaims or defenses thereunder, and the Company has received no notice of default, offset, counterclaim or defense under any such contracts or agreements, 2. Except as shown or reflected on the Survey (as hereinafter defined), to the knowledge of the Company, no Owned Real Estate is located within a flood or lakeshore erosion hazard area. Neither the whole nor any portion of any Owned Real Estate no...
Real Estate. As of the Closing Date, Schedule 4.12 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) creating a leasehold interest of any Credit Party in a Leasehold Property, 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, with respect to each leased location or public warehouse where any Collateral consisting of Inventory or equipment or other goods having an aggregate value in excess of $100,000 is located is, as of the Closing Date, in full force and effect in all material respects, and with respect to all such agreements, the Borrower does not have knowledge of any default that has occurred and is continuing thereunder (except as disclosed to the Administrative Agent by any of the Credit Parties in writing prior to the Closing Date).
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. Cantel does not own any real property. Schedule 6.17 sets forth a list of: (i) all leases, subleases or other agreements under which Cantel is lessor or lessee of any real property; (ii) all options held by Cantel or Contractual Obligations on the part of Cantel to purchase or acquire any interest in real property; and (iii) all options granted by Cantel to sell or dispose of any interest in real property. Cantel is the owner of record, the lessee or lessor under the leases or holder of the options, as the case may be, as set forth in Schedule 6.17. Such leases, subleases and other agreements are in full force and effect and, with respect to Cantel's performance thereunder, no default, or event which, with notice or lapse of time or both, would constitute a default, in any material respect by Cantel, has occurred thereunder. Cantel's principal physical plants and facilities are in good condition and repair, and are sufficient for the conduct of Cantel's business as presently conducted. No condemnation proceeding is pending or, to Cantel's knowledge, threatened which would preclude or materially impair the use by the Surviving Corporation of any material property leased to or from Cantel or owned by Cantel. Cantel has received no notice that it is in violation of any material zoning regulation or requirement relating to any material property leased to or from Cantel. The real estate owned or leased by Cantel is in all material respects free of unlawful contamination from any substance or material presently identified as toxic or hazardous by any Environmental Laws and Cantel has not caused or suffered to occur a material spillage or other discharge of any Hazardous Materials or substance within the meaning of any Environmental Law or otherwise conducted operations which could reasonably lead to the imposition of any Lien upon any real property owned or leased by Cantel or any material fine upon Cantel pursuant to any Environmental Law.