Real Estate Matters Sample Clauses

Real Estate Matters. (a) Purchaser, at its sole cost and expense, may order title policy Commitments (the “Commitments”) to be issued by a title company reasonably acceptable to Purchaser (the “Title Company”), accompanied by copies of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”). (b) Seller may voluntarily undertake to eliminate any and all of the Title Objections to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to...

Real Estate Matters. (a) The Company or its subsidiaries has good, valid, and, in the case of Owned Properties (as defined below), marketable fee title to: (i) all of the material real property and interests in real property owned by the Company or its subsidiaries, except for properties sold or otherwise disposed of in the ordinary course of business (the "Owned Properties"), and (ii) all of the material leasehold estates in all real properties leased by the Company or its subsidiaries, except leasehold interests terminated in the ordinary course of business (the "Leased Properties"; the Owned Properties and Leased Properties being sometimes referred to herein as the "Real Properties"), in each case free and clear of all mortgages, liens, security interests, easements, covenants, rights-of-way, subleases and other similar restrictions and encumbrances ("Encumbrances"), except for Encumbrances which, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. (b) Except to the extent that the inaccuracy of any of the following (or the circumstances giving rise to such inaccuracy), individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect: (i) each of the agreements by which the Company has obtained a leasehold interest in each Leased Property (individually, a "Lease" and collectively, the "Leases") is in full force and effect in accordance with its respective terms and the Company or its subsidiary is the holder of the lessee's or tenant's interest thereunder; to the knowledge of the Company, there exists no default under any Lease and no circumstance exists which, with the giving of notice, the passage of time or both, is reasonably likely to result in such a default; the Company and its subsidiaries have complied with and timely performed all conditions, covenants, undertakings and obligations on their parts to be complied with or performed under each of the Leases; the Company and its subsidiaries have paid all rents and other charges to the extent due and payable under the Leases; (ii) there are no leases, subleases, licenses, concessions or any other contracts or agreements granting to any person or entity other than the Company or any of its subsidiaries any right to the possession, use, occupancy or enjoyment of any Real Property or any portion thereof; (iii) the current operation and use of the Real Properties does not violate any statute, law, regulation, rule, ordinance, permit, requirement, order...

Real Estate Matters. With respect to each parcel of the Real Property owned by a Credit Party and part of the Eligible Fixed Asset Amount, Borrowers shall have delivered to Agent: (i) a Loan Policy of title insurance reasonably acceptable to Agent issued to Agent, for the benefit of the Lenders, by a title company acceptable to Agent (the “Title Company”), in an amount equal to the lesser of the Total Commitment Amount or the appraised value of the Real Property insuring the Mortgage to be a valid, first-priority lien in the Real Property, free and clear of all defects and encumbrances except such matters of record as accepted by Agent, in its sole discretion, and shown as Permitted Encumbrances in “Exhibit B” to the Mortgage, with such endorsements and affirmative insurance as Agent may require, including without limitation: (A) the deletion of all so-called “standard exceptions” from such policy; (B) a so-called “comprehensive” endorsement in form and substance acceptable to Agent; (C) affirmative insurance coverage regarding access, compliance with respect to restrictive covenants and any other matters to which Agent may have objection or require affirmative insurance coverage; and (D) the results of a federal tax lien search in the county wherein the Real Property is located and such Credit Party has its principal place of business; (ii) a current “as-built” survey of such Real Property (other than with respect to the Real Property located in Fife, Washington and in Stockton, California) prepared by a licensed surveyor acceptable to Agent, certified to Agent, for the benefit of the Lenders, and the Title Company pursuant to a certificate of survey acceptable to Agent. Such survey shall be in form and substance acceptable to Agent, in its sole discretion, shall be made in accordance with the “Minimum Standard Detail Requirements for Land Title Surveys” adopted by the American Land Title Association in 2005, and shall show, without limitation: (A) the location of the perimeter of such Real Property by courses and distances with all reference points shown or referred to in the aforesaid title policy; (B) all easements (including those easements whose existence is disclosed by physical inspection of such Real Property), rights-of-way and the location of all utility lines servicing the improvements on such Real Property; (C) the established building lines; (D) the full legal description of the real estate (conforming to the legal description set forth in the aforesaid title pol...

Real Estate Matters. (a) With respect to the applicable Seller’s leased real property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the “Indianapolis Leased Real Property”) and the applicable Seller’s leased real property located at ParkRidge Six of ParkRidge Corporate Center, Littleton, Colorado (the “Littleton Leased Real Property” and together with the Indianapolis Leased Real Property, the “Leased Real Property”), the Sellers have made available to Purchaser true and correct copies of the lease agreement and any amendments thereto (collectively, the “Real Property Leases”) on or before the date of the Original Asset Purchase Agreement. Each of the Real Property Leases is in full force and effect and is a valid and binding agreement of the applicable Seller and, to the Knowledge of the Sellers, the other party thereto. The applicable Seller has a good and valid leasehold interest in each Leased Real Property, free and clear of all Liens except for Permitted Liens. The applicable Seller is not in material default under the applicable Real Property Lease and no event has occurred and is continuing which, with or without notice or lapse of time, would constitute a material default or event of default by such Seller under the applicable Real Property Lease or, to the Sellers’ Knowledge, by any other party thereto. Neither Seller has received any written notice from any Governmental Entity or any landlord under the Real Property Leases (a) alleging a violation of any Law with respect to the Leased Real Property that has not been corrected or (b) of any pending or threatened condemnation proceedings with respect to the Leased Real Property. There are no material pending or, to the Knowledge of the Sellers, threatened Actions against either Seller relating to the Leased Real Property. The Sellers have made available to Purchaser any surveys, site plans, certificates of occupancy, plans and specifications, engineering or environmental reports, zoning approvals, title commitments and policies and subordination, non-disturbance, and attornment agreements relating to the Leased Real Property that the Sellers have in their possession. (b) Section 4.17(b) of the Seller Disclosure Schedules lists the common street address and the legal description of the Owned Real Property. The Owned Real Property constitutes all of the real property owned by any Seller in connection with the Business as of the date of the Original Asset Purchase Agreement, other than real property to w...

Real Estate Matters. Lender shall have received each of the ------------------- following with respect to each parcel of Real Estate which is the object of, or in which Borrower is to acquire any interest in connection with, Real Estate Term Loan B or Real Estate Term Loan C, as applicable, in each case in form and substance satisfactory to Lender: (i) an appraisal prepared by a credentialed appraiser acceptable to Lender, on a valuation basis satisfactory to Lender; in form required by Lender's internal policies and applicable laws and otherwise in form and substance satisfactory to Lender (ii) a Mortgage in proper form for recording in the jurisdiction in which such Real Estate is located; (iii) a policy of mortgagee's title insurance in an amount acceptable to Lender and containing no exceptions other than those which are acceptable to Lender; (iv) a survey prepared by a credentialed surveyor acceptable to Lender, certified to Lender as required by Lender's internal policies; (v) environmental site assessments prepared by environmental consultants, in form and substance acceptable to Lender; (vi) releases of mechanics and materialmen's liens or other lien waivers as Lender may request, together with evidence that any and all Liens claimed by any Person other than Lender in respect of such Real Estate have been released, in each case in form and substance satisfactory to Lender; (vii) such information in respect of Eligible Term Loan B Real Estate or Eligible Term Loan C Real Estate, as the case may be, and improvements to be financed or refinanced with proceeds of Real Estate Loan B, or financed with proceeds of Real Estate Term Loan C, as the case may be, as Lender may request; and (viii) such other information, documentation, and certifications, in form and substance satisfactory to Lender, as may be required by Lender.

Real Estate Matters. The Parent Borrower shall have delivered to the Administrative Agent (x) with respect to each parcel of Real Property subject to a Mortgage as of the Closing Date, and (y) with respect to each parcel of Real Property acquired by a Credit Party after the Closing Date, to the extent that such parcel of Real Property becomes subject to a Mortgage pursuant to Section 6.10(a) above, within 90 days or such longer period as the Administrative Agent may agree after such parcel of Real Property becomes subject to a Mortgage, the documents and other deliverables set forth on Schedule 6.10(c).

Real Estate Matters. Within ninety (90) days of the Amendment No. 2 Effective Date (unless waived or extended by the Administrative Agent in its discretion), with respect to each Mortgaged Fee Property, the Administrative Agent shall have received the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either: (a) email correspondence from local counsel in the jurisdiction in which the Mortgaged Fee Property is located substantially to the effect that: (i) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations (as defined in the Mortgage), including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (ii) no other documents, instruments, filings, recordings, rerecordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgage as security for the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (b) such other documentation with respect to each Mortgaged Fee Property as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the Administrative Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certifications, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law; (ii) a favorable opinion, addressed to the Administrative Agent, the Collateral Agent and the Secured Parties covering, among other things, the due authorization, execution, delivery and enforceability of the applicable Mortgage as amended by the Mortgage Amendment; (iii) a date down endorse...

Real Estate Matters. The Companies shall, and shall cause their applicable Subsidiaries to, reasonably cooperate with Buyer (at the expense of Buyer) in the event Buyer elects to obtain (i) new owner’s title insurance policies (or bring-downs of or endorsements to any of the existing title insurance policies, if available) from a nationally recognized title company selected by Buyer, dated as of a date reasonably proximate to the Closing Date, insuring the Subsidiaries’ fee simple title to each of the Owned Real Properties, free and clear of any Liens, other than Permitted Exceptions, and (ii) ALTA surveys of the Owned Real Properties (or updates to existing ALTA surveys, if available) from one or more licensed surveyors selected by Buyer, sufficient to allow the title company to remove the “survey exception” (where possible) from each of the title policies referenced in clause (i) above as to all of the Owned Real Properties and Leased Real Properties that are material to the business operations of Panadero Aggregates and its Subsidiaries, dated as of a date reasonably proximate to the Closing Date and certified to Buyer, the applicable Subsidiary and the title company. Seller agrees that any such cooperation will include the removal or discharge of any Liens that are not Permitted Exceptions, delivery by the Companies and/or their Subsidiaries of any reasonable affidavits required by the title company, and the granting of access to the Owned Real Properties by the above-referenced surveyor(s). Buyer shall be responsible for the cost and expense of the title policies, the surveys and any related item under this

Real Estate Matters. The real property described on Schedule 5.19 constitutes all of the Material Real Property of the Borrower or any Subsidiary Guarantor on the date hereof.