Common use of Real Estate Clause in Contracts

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 principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letter.

Appears in 3 contracts

Samples: Agreement to Merge (Community Bancorp Inc), Agreement to Merge (Heritage Oaks Bancorp), Agreement to Merge (Mid-State Bancshares)

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Real Estate. Seller’s Disclosure Letter sets forth a list (a) The Company or one of all real property, including leaseholds, owned by Seller, together with its Subsidiaries has (i) a description of the locations thereofgood, (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 valid and marketable title to each parcel of real property owned in fee by the real property, Company or any of its Subsidiaries (the "Company Fee 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 good, valid and subsisting leasehold title to each parcel of real property leased by the Company or any of its Subsidiaries (the "Company Leased Property" and together with the Company Fee Property, the "Company Real Property") pursuant to a lease set forth on Section 3.17(a) of the Company Disclosure Schedule (the "Company Leases"), in each case where any such real property is necessary to the conduct of the business of the Company and its Subsidiaries as it is presently conducted, except for any such failure in title which does not materially detract from have a Company Material Adverse Effect. Section 3.17(a) of the valueCompany Disclosure Schedule sets forth a true and complete list of all Company Real Property which is necessary to the conduct of the business of the Company and its Subsidiaries as it is presently conducted. To the Company's knowledge, (iii1) do not interfere the Company or one of its Subsidiaries has the right to quiet enjoyment of the Company Leased Property for the full term of the Company Lease relating thereto, except for any failure which would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (2) each Company Lease is a legal, valid and binding agreement, enforceable in accordance with present useits terms, of the property subject parties thereto or affected therebyand there is no, 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, nor has the right under valid and subsisting leases to occupyCompany or any of its Subsidiaries received notice of any, use and possess all property leased by Sellerdefault (or any condition or event, as identified in Seller’s Disclosure Letterwhich, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation after notice 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 principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, both would constitute a default thereunder), except for any failure which would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (3) neither the Company nor any of its Subsidiaries has assigned its interest under any such lease. Copies Company Lease or sublet any part of each such lease the premises covered thereby or exercised any option or right thereunder except as would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (4) no penalties are attached accrued and unpaid under any Company Lease, except for penalties that would not, in the aggregate, reasonably be expected to Seller’s Disclosure Letterhave a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Recapitalization (Nortek Inc), Agreement and Plan of Recapitalization (Nortek Inc)

Real Estate. Seller’s Schedule 4.15 of the Company Disclosure Letter sets forth Schedule identifies all material real property owned by the Company or the Company Subsidiaries (the “Company Owned Properties”) and all material real property leased by the Company or the Company Subsidiaries as lessee or sublessee (the “Company Leased Premises”, and together with the Company Owned Properties, the “Company Properties”). The Company Leased Premises are leased or subleased to the Company or a list of all real propertyCompany Subsidiary pursuant to written leases or subleases, true, correct and complete copies, including leaseholdsall amendments thereto, owned by Sellerof which have been made available to Parent. The Company or the respective Company Subsidiary owns fee simple title to each of the Company Owned Properties or has a valid leasehold interest in each of the Company Leased Premises free and clear of any rights of way, together with easements, encumbrances, written agreements or reservations of an interest in title (collectively, “Property Restrictions”), and other Liens, except for the following (collectively, the “Permitted Liens”): (i) a description of the locations thereofProperty Restrictions imposed or promulgated by Laws with respect to real property and improvements, including zoning regulations, (ii) a description Liens and Property Restrictions disclosed on any title commitments, title policies or surveys copies of each real property leasewhich have been delivered or made available to Parent, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchasemechanics’, sale or development of real estate to which Seller is a party. Seller has good carriers’, workmen’s, repairmen’s and marketable title to the real propertysimilar Liens, 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, business and which (ia) are not substantial in character, amount or extentyet due and payable, (iib) are duly budgeted to be paid and (c) do not materially detract from the value, (iii) do not value of or materially interfere with the present use, use of any of the property Company Properties subject thereto or affected thereby, and (iv) do Liens for Taxes that are not otherwise materially impair the conduct of business of Seller; or yet due and payable, and (dv) as Liens set forth on Schedule 4.15 of the Company Disclosure Schedule. Except for matters that, individually or in Seller’s Disclosure Letterthe aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect, the Company Properties and the business conducted thereon by the Company and the Company Subsidiaries comply in all material respects with the terms of the applicable leases and applicable Laws. Seller, as lessee, has The leases or subleases of the right Company Leased Premises are in full force and effect and neither the Company nor any Company Subsidiary is in material default under valid and subsisting any of such leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, or subleases and, to the knowledge of SellerCompany’s Knowledge, there has not occurred under is no material default by 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 principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letterlandlords thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Horizon Health Corp /De/), Agreement and Plan of Merger (Psychiatric Solutions Inc)

Real Estate. Seller’s '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 '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 '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 '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 's Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s 's Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s '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 principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s 's Disclosure Letter.

Appears in 2 contracts

Samples: Merge and Plan of Reorganization (Community Bancorp), Agreement to Merge and Plan (Community Bancorp Inc)

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 The Company does not lease any real property. Schedule 4.1.8(a) lists all of lessors, co-lessees the Owned Real Property. No pending Proceedings or subleases in such matters that are reflected in Orders exist against the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, thatCompany or, to the knowledge Knowledge of the Seller, (i) are not substantial in characterany other party which would require the repair, amount alteration or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, correction of any existing condition of any portion of any 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 LetterOwned Real Property. 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 The Company has not occurred under received any such lease written notice from any breachGovernmental Body that any of the improvements on the Owned Real Property or the Company’s use of the Owned Real Property violates any use or occupancy restrictions, violation any covenant of record 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 zoning or destruction with respect to the properties identified in Seller’s Disclosure Letterbuilding Legal Requirement. To the knowledge Knowledge of the Seller, all properties the current use and assets used by Seller are operation of the Owned Real Property is 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 compliance in all material respects in accordance with all applicable Legal Requirements including without limitation Legal Requirements relating to parking, zoning, land use and public and private covenants and restrictions. To the terms thereof except as may be limited by bankruptcyKnowledge of the Seller, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller Owned Real Property is not in default subject to any rights of way, building use restrictions, exceptions, easements, variances, reservations, or limitations of any nature except (i) mortgages or security interests shown on the Financial Statements as securing specified liabilities or obligations, with respect to any such leasewhich no default or event that, and to the knowledge of the officers of Seller no event has occurred which with the notice or lapse of time or the giving of notice, or both, would constitute a default, exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Financial Statements (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default under any such leaseor event that, with notice or lapse of time or both, would constitute a default, exists, (iii) Liens for current Taxes not yet due, (iv) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or materially impairs the use of the Owned Real Property, or materially impairs the operations of the Business, (v) zoning laws and other land use restrictions that do not materially impair the present use of the Owned Real Property, (vi) as recorded in the public records of Kenosha County, Wisconsin, and (vii) as would be disclosed by a current, accurate ALTA/ACSM Land Title Survey of the Owned Real Property. Copies of each such lease There are attached no pending condemnation or eminent domain Proceedings with respect to Seller’s Disclosure Letterthe Owned Real Property.

Appears in 1 contract

Samples: Stock Purchase Agreement (Standex International Corp/De/)

Real Estate. Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned by SellerSeller and its Subsidiaries, 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 or any of its Subsidiaries is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller or any of its Subsidiaries is a party. Seller has and/or its Subsidiaries have 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 SellerSeller and its Subsidiaries, (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 SellerSeller or its Subsidiaries; or (d) as set forth in Seller’s Disclosure Letter. SellerSeller and/or its Subsidiaries, as lesseelessees, has have the right under valid and subsisting leases to occupy, use and possess all property leased by SellerSeller and/or its Subsidiaries, as identified in Seller’s Disclosure Letter, and, to the knowledge of SellerSeller and its Subsidiaries, 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 and/or its Subsidiaries have not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of SellerSeller and its Subsidiaries, all properties and assets used by Seller and its Subsidiaries 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 and its Subsidiaries enjoy peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is and/or its Subsidiaries are the lessee, and, to the knowledge of SellerSeller and its Subsidiaries, all leases to which Seller is and or its Subsidiaries are 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 principles of equity. Seller is and its Subsidiaries are not in default with respect to any such lease, and to the knowledge of the officers of Seller and its Subsidiaries no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letter.

Appears in 1 contract

Samples: Plan of Reorganization (Community Bancorp)

Real Estate. Seller’s Neither the Company nor any of its subsidiaries owns any parcels of real property. Section 5.14 of the Company Disclosure Letter Schedule sets forth (a) a list of all real propertyproperty leases or similar agreements to which the Company or any of its subsidiaries is a party (each, including leaseholdsa "Real Property Lease"), owned true and complete copies of which have previously been furnished to Acquiror, (b) the lessor and lessee of each Real Property Lease and the date and term of each Real Property Lease and (c) the street address of each property covered by Sellereach Real Property Lease (the "Leased Premises"). The Real Property Leases are in full force and effect and have not been amended, together and neither the Company nor, to the knowledge of the Company, any other party thereto is in default or breach thereunder. No event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or material default by the Company under any of such Real Property Leases and, to Company's knowledge, there is no breach or anticipated breach by any other party thereto. With respect to each of the Leased Premises: (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 Company has good and marketable title to the real property, and valid leasehold interests or other rights of use and occupancy in the leaseholds, set forth in Seller’s Disclosure Lettersuch Leased Premises, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the leaseany Liens; (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 such Leased Premises are properly zoned for the valueuses to which the Company puts such Leased Premises, are in good repair and condition, reasonable wear and tear excepted, and are sufficient to satisfy the Company's normal business activities as conducted thereat; (iii) do not interfere with present use, each of the property subject thereto Leased Premises (w) has direct access to public roads or affected therebyaccess to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated normal transportation requirements of the Company's business as presently conducted at such parcel; and (x) is served by all utilities in such quantity and quality as are reasonably sufficient to satisfy the current normal business activities as conducted at such Leased Premises; and (iv) do the Company has not otherwise materially impair the conduct received notice of business any condemnation proceeding with respect to any portion of Seller; such Leased Premises 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, any access thereto and, to the knowledge of Sellerthe Company, there has not occurred under no such proceeding is contemplated by 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 principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure LetterGovernmental Authority.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Friede John A)

Real Estate. Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned or leased by SellerSeller and its Subsidiaries, 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 or any of its Subsidiaries is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller or any of its Subsidiaries is a party. Seller has and/or its Subsidiaries have 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, lessees, co-lessees lessees, sublessors or subleases sublessees 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, Seller (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iiiii) do not materially interfere with present use, of the property subject thereto or affected thereby, and (iviii) do not otherwise materially impair the conduct of business of SellerSeller or its Subsidiaries; (d) those Encumbrances which were neither created by Seller or any of its Subsidiaries nor within the knowledge of Seller or any of its Subsidiaries; or (de) as set forth in Seller’s Disclosure Letter. SellerSeller and/or its Subsidiaries, as lesseelessees, has have the right under valid and subsisting leases to occupy, use and possess all property leased by SellerSeller and/or its Subsidiaries, as identified in Seller’s Disclosure Letter, and, to the knowledge of SellerSeller and its Subsidiaries, there has not occurred under any such lease any breach, violation or defaultdefault which would have a Material Adverse Effect on Seller. 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 and/or its Subsidiaries have 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 and its Subsidiaries are, subject to normal wear and tear and except as set forth in Seller’s Disclosure Letter, in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply in all material respects with all applicable Rules related thereto. Seller enjoys and its Subsidiaries enjoy peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is and/or its Subsidiaries are the lessee, and, to the knowledge of Seller, all leases to which Seller is and or its Subsidiaries are 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 principles of equity. Seller is and its Subsidiaries are not in default with respect to any such lease, and to the knowledge of the officers of Seller and its Subsidiaries no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letter.

Appears in 1 contract

Samples: Agreement to Merge (Heritage Oaks Bancorp)

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 valid title to the owned real property, and valid leasehold interests in the such 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 Knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, value and (iiiii) do not materially 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 Knowledge of Seller, there has not occurred under any such lease any breach, violation or defaultdefault which would result in a Material Adverse Effect. 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, since December 31, 2005, Seller has not experienced any material uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To Seller has quiet enjoyment of 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 real property it occupies under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge 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 principles of equity. To the Knowledge of the Seller, Seller is not in material default with respect to any such lease, and to the knowledge of the officers of Seller its Knowledge no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letter.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Center Financial Corp)

Real Estate. Seller’s Acquiror's Disclosure Letter sets forth a list of all real property, including leaseholds, owned by SellerAcquiror, 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 Acquiror is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller Acquiror is a party. Seller Acquiror has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Acquiror's Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases sublessees 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 SellerAcquiror, (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 SellerAcquiror; or (d) as set forth in Seller’s Acquiror's Disclosure Letter. SellerAcquiror, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Sellerit, as identified in Seller’s Acquiror's Disclosure Letter, and, to the knowledge of SellerAcquiror, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Acquiror's Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Acquiror's Disclosure Letter, Seller Acquiror has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Acquiror's Disclosure Letter. To the knowledge of SellerAcquiror, all properties and assets used by Seller Acquiror 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 Acquiror enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller it is the lessee, and, to the knowledge of SellerAcquiror, all leases to which Seller Acquiror 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 principles of equity. Seller Acquiror is not in default with respect to any such lease, and to the knowledge of the officers of Seller Acquiror no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Acquiror's Disclosure Letter.

Appears in 1 contract

Samples: Agreement to Merge and Plan of Reorganization (BSM Bancorp)

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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 material 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 principles of equity. Seller is not in default with respect to any such lease, and to the its knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letter.

Appears in 1 contract

Samples: Agreement to Merge (Belvedere SoCal)

Real Estate. Seller’s Section 4.16(a) of the Company Disclosure Letter sets forth a list of Schedule identifies all real propertyproperty owned by the Company or the Company Subsidiaries (the "Company Owned Properties"), and Section 4.16(b) of the Company Disclosure Schedule identifies all material real property leased by the Company or the Company Subsidiaries as lessee or sublessee (the "Company Leased Premises", and together with the Company Owned Properties, the "Company Properties"). The Company Leased Premises are leased to the Company or a Company Subsidiary pursuant to written leases, true, correct and complete copies, including leaseholdsall amendments thereto, owned by Sellerof which have been made available to Parent. Except as would not, together with individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary owns fee simple title to each of the Company Owned Properties or has a valid leasehold interest in each of the Company Leased Properties free and clear of any rights of way, easements, encumbrances, written agreements or reservations of an interest in title (collectively, "Property Restrictions"), and other Liens, except for the following (collectively, the "Permitted Liens"): (i) a description of the locations thereofProperty Restrictions imposed or promulgated by Laws with respect to real property and improvements, including zoning regulations, (ii) a description Liens and Property Restrictions disclosed on existing title reports or existing surveys (in either case copies of each real property leasewhich title reports and surveys have been delivered or made available to Parent), sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchasemechanics', sale or development of real estate to which Seller is a party. Seller has good carriers', workmen's, repairmen's and marketable title to the real propertysimilar Liens, 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, business and which (ia) are not substantial in character, amount or extentyet due and payable, (iib) are duly budgeted to be paid and (c) do not materially detract from the value, (iii) do not value of or materially interfere with the present use, use of any of the property Company Properties subject thereto or affected thereby, and (iv) do Liens for Taxes that are not otherwise materially impair yet due and payable, and (v) any current Liens for Indebtedness related to the conduct of business of Seller; or (d) as Company Properties set forth in Seller’s on Section 4.16 of the Company 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 defaultSchedule. Except as set forth for matters that, individually or in Seller’s Disclosure Letter the aggregate, are not reasonably expected to have a Company Material Adverse Effect, the Company Properties 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 business conducted thereon 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 bankruptcyof the applicable leases and applicable Laws. To the Company's Knowledge, insolvency, moratorium or other similar laws affecting creditors’ rights the leases in respect of the Company Leased Premises are in full force and except as may be limited by effect and neither the exercise of judicial discretion in applying principles of equity. Seller Company nor any Company Subsidiary is not in default with respect to any such lease, thereunder and to the knowledge Company's Knowledge, there is no material default by any of the officers landlords thereunder. None of Seller no event has occurred which with the lapse Leases in respect of time or the giving Company Leased Premises requires the consent of noticethe landlord thereunder to the transactions contemplated by this Agreement, or both, except as would constitute not have a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure LetterCompany Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sabre Holdings Corp)

Real Estate. Seller’s Disclosure Letter (a) Paragren does not own and has never owned any real property. Schedule 3.14(a) sets forth a list of all real propertyleases, 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, licenses or similar arrangement agreements currently in effect to which Seller Paragren is a party, which are for the use or occupancy of real estate owned by a third party ("Leases") (accurate and complete copies of which have previously been furnished to APAC), in each case, setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Leases; (ii) the street address or legal description of each property covered thereby; and (iii) a brief description (including approximate size and function) of each contract for the purchasepremises leased by Paragren thereunder (the "Leased Premises"). The Leases are in full force and effect and have not been amended except as disclosed in Schedule 3.14(a), sale or development of real estate to which Seller and Paragren is a party. Seller has good not, and marketable title to the real propertyknowledge of Paragren or any Shareholder, and no other party is in default or breach under any such Lease. With respect to each such Leased Premises, Paragren has a valid leasehold interests interest in the leaseholdsLeased Premises, set forth in Seller’s Disclosure Letter, which leasehold interest is free and clear of all Encumbrancesany Liens, except (a) for rights covenants and easements or title defects 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, thatany nature whatsoever and, to the knowledge of Seller, Paragren or any Shareholder: (i) the portions of the buildings located on the Leased Premises that are not substantial used in character, amount or extent, the business of Paragren are each in operating condition adequate for the operation of Paragren's business and are in the aggregate sufficient to satisfy Paragren's current and reasonably anticipated business activities as conducted thereat; (ii) do not materially detract from each of the valueLeased Premises (a) has rights of ingress and egress provided under the applicable lease, sufficient to satisfy the current and reasonably anticipated normal transportation requirements of Paragren's business presently conducted thereat; and (b) is served by utilities sufficient to satisfy the current business activities conducted by Paragren thereat; and (iii) do not interfere neither Paragren nor any Shareholder has received notice of (a) any condemnation proceeding with present use, respect to any portion of the property subject thereto Leased Premises or affected therebyany access thereto, and (iv) do not otherwise materially impair to the conduct knowledge of business of SellerParagren or any Shareholder, no such proceeding is contemplated by any Governmental Authority; or (db) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has any special assessment which may affect any of the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure LetterLeased Premises, and, to the knowledge of SellerParagren or any Shareholder, there has not occurred under no such special assessment is contemplated by 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 principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure LetterGovernmental Authority.

Appears in 1 contract

Samples: Merger Agreement (Apac Teleservices Inc)

Real Estate. Seller’s Disclosure Letter sets forth a list (a) The Company or one of all real property, including leaseholds, owned by Seller, together with its Subsidiaries has (i) a description of the locations thereofgood, (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 valid and marketable title to each parcel of real property owned in fee by the real property, Company or any of its Subsidiaries (the "Company Fee 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 good, valid and subsisting leasehold title to each parcel of real property leased by the Company or any of its Subsidiaries (the "Company Leased Property" and together with the Company Fee Property, the "Company Real Property"), in each case where any such real property is necessary to the conduct of the business of the Company and its Subsidiaries as it is presently conducted, except for any such failure in title which does not materially detract from have and would not reasonably be expected to have, individually or in the valueaggregate, (iiia Company Material Adverse Effect. Section 4.15(a) do not interfere with present useof the Company Disclosure Schedule sets forth a true and complete list of all Company Real Property. The Company Real Property represents all real property necessary to the conduct, in all material respects, of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) the Company and its Subsidiaries taken as set forth in Seller’s Disclosure Letter. Sellera whole, as lesseeit is currently conducted. True and complete copies of all Company Leases and all amendments, modifications, assignments, subleases, renewals, extensions and agreements relating thereto have been made available to Buyer and/or it Representatives, in each case which Company Leases are necessary to the conduct, in all material respects, of the business of the Company and its Subsidiaries taken as a whole, as it is conducted as of the date of this Agreement. The Company or one of its Subsidiaries has the right under to quiet enjoyment of the Company Leased Property for the full term of the lease relating thereto (each such lease, a "Company Lease"), except for any failure which does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Lease is a legal, valid and subsisting leases to occupybinding agreement, 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 its terms, subject only to applicable bankruptcy, insolvencyinsolvency and similar Laws affecting rights of creditors generally, moratorium or other similar laws affecting creditors’ rights and except subject, as may be limited by the exercise of judicial discretion in applying to enforceability, to general principles of equity. Seller equity (regardless of whether enforcement is not sought in default with respect to any such lease, and to the knowledge a proceeding in equity or at Law) of the officers parties thereto and there is no, nor has the Company or any of Seller no event has occurred which with the its Subsidiaries received notice of any, default (or any condition or event, which, after notice or a lapse of time or the giving of notice, or both, both would constitute a default thereunder), except for any default which does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has assigned its interest under any such leaseCompany Lease or sublet any part of the premises covered thereby or exercised any option or right thereunder except that which does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Copies of each such lease No penalties are attached accrued and unpaid under any Company Lease, except for penalties which do not have and would not reasonably be expected to Seller’s Disclosure Letterhave, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nortek Holdings Inc)

Real Estate. Seller’s Bancorp's Disclosure Letter sets forth a list of all real property, including leaseholds, owned by SellerBancorp and Bank, 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 either Bancorp or Bank is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller Bancorp or Bank is a party. Seller has Bancorp and Bank have good and marketable title to the respective real property, and valid leasehold interests in the respective leaseholds, set forth in Seller’s Bancorp's Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases sublessees 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 SellerBancorp and Bank, (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 SellerBancorp or Bank; or (d) as set forth in Seller’s Bancorp's Disclosure Letter. SellerBancorp or Bank, as the case may be, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Sellerit, as identified in Seller’s Bancorp's Disclosure Letter, and, to the knowledge of SellerBancorp and Bank, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Bancorp's Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Bancorp's Disclosure Letter, Seller neither Bancorp nor Bank has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Bancorp's Disclosure Letter. To the knowledge of SellerBancorp and Bank, all properties and assets used by Seller Bancorp and Bank 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 Bancorp and Bank enjoy peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller it is the lessee, and, to the knowledge of SellerBancorp and Bank, all leases to which Seller Bancorp or Bank 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 principles of equity. Seller Neither Bancorp nor Bank is not in default with respect to any such lease, and to the knowledge of the officers of Seller Bancorp and Bank no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Bancorps Disclosure Letter.

Appears in 1 contract

Samples: Agreement to Merge and Plan of Reorganization (BSM Bancorp)

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