Real Estate Sample Clauses


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. As of the Closing Date, Schedule 4.13 contains a true, accurate and complete list of (i) all Material Real Estate Assets, and (ii) the lease of Companys headquarters at the address listed on Appendix B hereto (together with all amendments, modifications, supplements, renewals or extensions of any thereof). The lease described in clause (ii) of the immediately preceding sentence is in full force and effect and 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. Except as has not had, and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) all of the leases, licenses, tenancies, subleases and all other occupancy agreements (Leases) in which the Company or any Company Subsidiary is a tenant, subtenant, landlord or sublandlord (the leased and subleased space or parcel of real property thereunder being, collectively, the Real Property), are in full force and effect, (ii) neither the Company (or the applicable Company Subsidiary), nor to the Knowledge of the Company, any other party to any Lease, is in default under the Leases, and no event has occurred which, with notice or lapse of time, would constitute a Default by the Company (or such Subsidiary) under the Leases and (iii) the Company (or the applicable Company Subsidiary) enjoys peaceful and undisturbed possession under the Leases. The Company does not currently own and has not owned in the past, and no Company Subsidiary currently owns or has owned in the past, any real property or any interests (other than the Leases) therein. All of the Leases of the Company and its Subsidiaries are set forth on Section 4.20 of the Company Disclosure Schedule.

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.

Real Estate. As of the Closing Date, Schedule 4.12 to the Disclosure Letter contains a true, accurate and complete list of all Material Real Estate Assets.

Real Estate. The Lease Agreement is the only agreement entered into by Seller (or Seller's Predecessors) applicable to Seller's leasehold real property that is used in or necessary for the conduct of the Business. The Lease Agreement identified on Schedule 2.1(b) is the only leases, subleases, licenses, concessions or other agreements (whether written or oral), including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which Seller holds or uses for the Cinema. With respect to the Lease Agreement:

Real Estate. The Company does not own, and has never owned, any real property or any buildings or other structures, in each case together with all build-out, fixtures and improvements created thereon (except as set forth in Schedule 2.15 of the Company Disclosure Schedule), and does not have any options or any contractual obligations to purchase or acquire any interest in real property. All leasehold interests of the Company (including leases, subleases, financing agreements and other agreements) are set forth in Schedule 2.13(a)(xviii) of the Company Disclosure Schedule (including, with respect to each such Lease, the identity of the landlord or sublandlord, the addresses, the date of such Lease and each amendment thereto), and such interests are subject to no Liens other than Permitted Liens. With respect to such leasehold interests: (a) there are no disputes between the Company and the respective landlord, oral agreements or forbearance programs in effect as to the lease or sublease; (b) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (c) to the Knowledge of the Company, all facilities leased or subleased thereunder have received all approvals of the applicable Governmental Entities (including Permits) required to be obtained in connection with the operation thereof and have been operated and maintained in accordance with applicable Laws; (d) all facilities leased or subleased thereunder are supplied with utilities and all other services necessary for the operation of the Business of the Company as currently conducted and for the operation of said facilities; and (e) all scheduled rent and other material charges currently due and payable thereunder, have been paid, except for liabilities reflected or reserved against in the Interim Balance Sheet or incurred in the ordinary course of business thereafter.


Real Estate. Other than the Cilion Facility, neither Cilion nor any Cilion Subsidiary owns or leases any real property. Section 4.1(j) of the Cilion Disclosure Schedule sets forth (i) all real property previously owned by Cilion or any Cilion Subsidiary at any time since inception, (ii) all leases for real property (each a "Lease" and collectively, "Leases") to which Cilion or any Cilion Subsidiary is a party, all of which are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally; and general principles of equity, regardless of whether asserted in a proceeding in equity or at law. True and correct copies or a true and correct description of all such Leases have been provided or made available to Aemetis. Cilion and each Cilion Subsidiary have paid all rents and service charges to the extent such rents and charges are due and payable under the Leases. Section 4.1(j) of the Cilion Disclosure Schedule also identifies any written or oral notices of which Cilion has Knowledge, of defaults by Cilion or any Subsidiary of Cilion with respect to any Lease.

Real Estate. Buyer shall have received from Lessor (a) an estoppel certificate and a consent of Lessor to this transaction and to the assignment of the Lease Agreement to Buyer ("Lessor's Consent") in the form and substance satisfactory to Buyer. Seller shall use best efforts to obtain (i) the estoppel certificate from the Lessor, and (ii) the Lessor's Consent, , subject, however, to the limitations set forth in Section 5.2.

Real Estate. None of Parent, EnergySolutions or any of their respective Subsidiaries shall purchase any single parcel of real estate other than any purchase that constitutes a Real Property Acquisition.