Real Property; Leasehold. Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. The Company has made available to Parent (a) an accurate and complete list of all real properties with respect to which the Company directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by the Company or any of its Subsidiaries, and (b) copies of all leases under which any such real property is possessed (the “Company Real Estate Leases”), each of which is in full force and effect, with no existing material default thereunder. The Company’s use and operation of each such leased property conforms to all applicable Laws in all material respects, and the Company has exclusive possession of each such leased property and has not granted any occupancy rights to tenants or licensees with respect to such leased property. In addition, each such leased property is free and clear of all Encumbrances other than Permitted Encumbrances.
Real Property; Leasehold. Neither Buyer nor any Buyer Subsidiary owns any real property or any interest in real property, except for the leaseholds created under the real property leases identified in Part 2.7 of the Buyer Disclosure Schedule which are in full force and effect and with no existing default thereunder.
Real Property; Leasehold. Neither Vibrant nor any of its Subsidiaries owns or has ever owned any real property. Vibrant has made available to the Company (a) an accurate and complete list of all real properties with respect to which Vibrant directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by Vibrant or any of its Subsidiaries and (b) copies of all leases under which any such real property is possessed (the “Vibrant Real Estate Leases”), each of which is in full force and effect, with no existing material default thereunder.
Real Property; Leasehold. The Company does not own, nor has it ever owned, any real property, or any interest in real property, except for the leaseholds created under the real property leases (including all amendments, extensions, renewals, guarantees, and other agreements with respect thereto) identified in Part 2.7 of the Company Disclosure Schedule (the “Leased Real Property”). The Company has made available to Parent true and complete copies of each lease and document related thereto listed in Part 2.7 of the Company Disclosure Schedule (the “Real Property Leases”). Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company: (a) the Company is in compliance with the Real Property Leases, and has a valid and subsisting leasehold interest in all Leased Real Property, in each case free and clear of all Liens, other than Permitted Liens; and (b) the Company has not granted any other Person the right to occupy or use any Leased Real Property and the Company’s quiet enjoyment of the Leased Real Property under such lease has not been disturbed in any material respect; there are no written or oral subleases, licenses, concessions, occupancy agreements or other Contracts granting to any other Person the right of use or occupancy of any Leased Real Property. The Company has not received written notice of default, or intention to terminate or not renew, any real property lease or any eminent domain, condemnation or similar proceeding pending or threatened, against all or any portion of any Leased Real Property.
Real Property; Leasehold. (a) Meerkat does not own and has never owned any real property. Meerkat has made available to the Company (a) an accurate and complete list of all real properties with respect to which Meerkat directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by Meerkat (the “Meerkat Leased Real Property”), and (b) copies of all leases under which any such real property is possessed (the “Meerkat Real Estate Leases”), each of which is in full force and effect, with no existing material default thereunder.
Real Property; Leasehold. (a) No Acquired Corporation owns any, nor has any Acquired Corporation ever owned any, real property, nor is any Acquired Corporation party to, or bound by, any Contract to purchase or sell any real property.
Real Property; Leasehold. Neither the Company nor any Company Subsidiary owns any real property or any interest in real property, except for the leaseholds created under the real property leases identified in Part 2.7 of the Company Disclosure Schedule which are in full force and effect and with no existing default thereunder.
Real Property; Leasehold. (a) Part 2.8(a) of the Company Disclosure Schedule sets forth an accurate and complete list of all real property owned by any of the Acquired Corporations. (The real property identified in Part 2.8(a) of the Company Disclosure Schedule and all buildings, structures, fixtures and other improvements located on such real property are referred to as the "Owned Real Property.") The Acquired Corporations have good, marketable and indefeasible fee title to the Owned Real Property, free and clear of any Encumbrances, except for: (A) any lien for current taxes not yet due and payable; (B) liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations; and (C) liens described in Part 2.8(a) of the Company Disclosure Schedule.
Real Property; Leasehold. (a) Except as set forth in Part 3.10(a) of the Parent Disclosure Schedule, no Xxxx Corporations owns any real property. A Xxxx Corporation owns fee simple title to all of the real properties set forth on Part 3.10(a) of the Parent Disclosure Schedule (the “Parent Owned Real Property”), in each case free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the Xxxx Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to the Company prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Parent Owned Real Property that are not yet due and payable. No Person other than a Xxxx Corporation has any ownership interest in any Parent Owned Real Property. None of the Xxxx Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of Parent, threatened with respect to any material portion of any Parent Owned Real Property. No Xxxx Corporations has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Parent Owned Real Property or (B) any physical damage to any Parent Owned Real Property that is not covered by insurance and that would materially detract from the value of the Parent Owned Real Property subject thereto or materially impair the operations of any of the Xxxx Corporations.
Real Property; Leasehold. (a) With respect to the Newco Owned Real Property and Newco Leased Real Property all material buildings, structures, fixtures and improvements are in satisfactory condition sufficient to support the operations of the Newco Business as presently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Newco Material Adverse Effect.