Real Property. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or its Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Real Property. (a) Section 3.15(a) of the Disclosure Schedule lists the material real property used or held for use in respect of the Business owned by (i) the Asset Sellers that is to be transferred to the Purchaser pursuant to this Agreement, or (ii) the Mexican Subsidiaries (the “Owned Real Property”). Section 3.15(a) of the Disclosure Schedule lists for each Owned Real Property, (i) the street address of each parcel of Owned Real Property, and (ii) the current owner of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedule lists the material real property used or held for use in respect of the Business leased by (i) the Asset Sellers, the leasehold interest in which is to be transferred to the Purchaser pursuant to this Agreement, or (ii) the Mexican Subsidiaries (the “Leased Real Property”). Section 3.15(b) of the Disclosure Schedule lists: (i) the street address of each parcel of Leased Real Property and (ii) the identity of the lessor, lessee and, to the knowledge of the Sellers, current occupant (if different from lessee) of each such parcel of Leased Real Property. The Sellers have not subleased any of the Leased Real Property to any tenant. To the knowledge of the Sellers, the leases for the Leased Real Property are in full force and effect. (c) Except as set forth in Section 3.15(c) of the Disclosure Schedule, an Asset Seller or a Mexican Subsidiary has fee title to the Owned Real Property free and clear of Encumbrances other than Permitted Encumbrances, and no condemnation or expropriation proceeding is pending or, to the knowledge of the Sellers, threatened against the Owned Real Property, except, in either case, as would not have a Material Adverse Effect. The Sellers have not leased any of the Owned Real Property to any tenant. The Owned Real Property is not subject to any option, right of first offer or right of first refusal contained in the lease for such Owned Real Property. (d) The Sellers have, or have caused to be delivered, to the Purchaser correct and complete copies of all leases for the Leased Real Property listed in Section 3.15(b) of the Disclosure Schedule. Except as set forth in Section 3.15(d) of the Disclosure Schedule, (i) an Asset Seller or a Mexican Subsidiary has a valid and legal and enforceable and subsisting leasehold estate in, and the right to quiet enjoyment of, the Leased Real Property, (ii) to the knowledge of the Sellers, all of the leases listed in Section 3.15(b) of the Disclosure Schedule ar...
Real Property. The Company and its Subsidiaries do not own any real property. Section 4.17(a) of the Company Disclosure Schedule contains a complete and accurate list, as of the date hereof, of all of the existing material leases, subleases or other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property”). Prior to the Purchase Time the Company will make available to Parent true, correct and complete copies of all Leases (including all material modifications and amendments thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Liens other than Permitted Liens. Section 4.17(b) of the Company Disclosure Schedule contains a complete and accurate list, as of the date hereof, of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect in accordance with their respective terms (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other laws relating to creditors rights generally, the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Neither the Company nor any of its Subsidiaries (i) is in material breach of or default under, or has received written notice of any material breach of or default under, any material Lease and (ii) to the Knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute a material breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto, except, in the case of clause (i) and (ii), as would reasonably be expected to result in a Material Adverse Effect on the Company.
Real Property. Section 3.1(k) of the Company Disclosure Schedule sets forth a list of all real property which the Company leases as of the date hereof (“Leased Real Property”), setting forth the location of the leased premises, the term of the lease, the square footage of the leased premises and the current monthly lease payments. Each of the leases relating to Leased Real Property is a valid and subsisting leasehold interest of the Company. To the Knowledge of the Company, each Leased Real Property is free of subtenancies and other occupancy rights and Liens (other than statutory Liens or landlords’, carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s, and repairmen’s Liens or other like Liens arising in the ordinary course of business with respect to amounts not yet overdue or being contested in good faith by appropriate proceedings, or any Lien affecting solely the interest of the landlord thereunder and not the interest of the tenant thereunder, which does not materially impair the value or use of such Leased Real Property), and is a valid and binding obligation of the Company and, to the Knowledge of the Company, each other party thereto, enforceable against the Company and, to the Knowledge of the Company, each other party thereto in accordance with its terms. True, correct and complete copies of the Real Property Leases have been delivered to Parent prior to the date hereof and such Real Property Leases have not been amended or modified since that date. There are no material disputes with respect to any Real Property Lease, and neither the Company nor, to the Knowledge of the Company, any other party to each Real Property Lease is in breach or default under such Real Property Lease, and to the Knowledge of the Company, no event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease. The Company does not owe any brokerage commissions or finder’s fees with respect to any Real Property Lease which have not been accrued or reserved for in the Company’s financial statements. The Company does not own any real property. The Company has good and marketable fee title to, or, in the case of leased assets, has good and valid leasehold interests in, all of its other tangible and intangible assets, used or held for use in, or which are necessary to conduct, the bus...
Real Property. SCHEDULE 2.12 includes a list of all real property owned or leased by the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and co...
Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property.
Real Property. Priveco does not own any real property. Each of the leases, subleases, claims or other real property interests (collectively, the “Leases”) to which Priveco is a party or is bound is legal, valid, binding, enforceable and in full force and effect in all material respects. All rental and other payments required to be paid by Priveco pursuant to any such Leases have been duly paid and no event has occurred which, upon the passing of time, the giving of notice, or both, would constitute a breach or default by any party under any of the Leases. The Leases will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing Date. Priveco has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or the leasehold property pursuant thereto.
Real Property. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, facilities or other interests in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”) owned by the Company or any of its Subsidiaries (as applicable). The Real Property is free and clear of all Liens and is not subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (a) Liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. Any Real Property held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.
Real Property. (i) As soon as available and in any event within 30 days after the end of each Fiscal Year, a report supplementing Schedules 4.01(w) and 4.01(x) hereto, including an identification of all owned and leased real property disposed of by any Loan Party or any of its Subsidiaries during such Fiscal Year, a list and description (including the street address, county or other relevant jurisdiction, state, record owner, book value thereof and, in the case of leases of property, lessor, lessee, expiration date and annual rental cost thereof) of all real property acquired or leased during such Fiscal Year and a description of such other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete and (ii) promptly inform the Administrative Agent of any investments in any of the real property listed on Schedule 4.01(w) hereto proposed to be made by any Loan Party or Loan Parties such that thereafter, the value thereof shall exceed $1,000,000 individually.
Real Property. As of the Closing Date, SCHEDULE 5.5B annexed hereto contains a true, accurate and complete list of (i) all fee interests in any Real Property 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 Property Asset, regardless of whether a Loan Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Except as specified in SCHEDULE 5.5B annexed hereto, 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, and each such agreement constitutes the legally valid and binding obligation of each applicable Loan Party, enforceable against such Loan 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 relating to enforceability. If Borrower or any of its Subsidiaries acquires any additional Real Property Assets after the Closing Date, Borrower shall deliver an updated Schedule 5.5B.