Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens. (b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property. (c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon. (d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Texas Petrochemicals Inc.), Asset Purchase Agreement (Huntsman International LLC), Asset Purchase Agreement (Texas Petrochemicals Inc.)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyers correct and indicates complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the Sellers owning each parcel marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Property. Each such Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Estate Encumbrances.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (ai. Section 3.1(y)(i) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Disclosure Schedules sets forth a list of all real property owned by Issuer or any Issuer Subsidiary and the record owner thereof (the “Issuer Owned Real Property and indicates the Seller Property”). Issuer or the Sellers owning applicable Issuer Subsidiary has good, valid and marketable fee simple ownership of each parcel of the Issuer Owned Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lienas set forth in Section 3.1(y)(i), there are no Real Property is subject outstanding options, rights of first offer or rights of first refusal to any written governmental decree purchase or order specifically issued with respect to such Real Property (or, to lease the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Issuer Owned Real Property or any improvement thereonportion thereof or interest therein.
(dii. Section 3.1(y)(ii) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17Disclosure Schedules sets forth a list of all Leased Real Property, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization and a description of the applicable Governmental Entityleases, including all amendments, extensions, guarantees and other binding supplements, waivers or other changes with respect to each lease thereto (each, an “Issuer Lease”) related thereto. There are no pending orIssuer or a Subsidiary of Issuer has a good, to the Knowledge of the Sellersvalid and subsisting leasehold or subleasehold interest, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would beas applicable, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing EasementIssuer Leased Real Property, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising byLiens.
iii. With respect to the Issuer Leased Real Property, through the lease or sublease for such property is valid, legally binding, enforceable and in full force and effect, and none of Issuer or any of its Subsidiaries is in breach of or default under such lease or sublease, and no event has occurred, which, with notice, lapse of time or both, would constitute a breach or default by Issuer or any of its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, except in each case as would not, individually or in the Sellersaggregate, have an Issuer Material Adverse Effect or reasonably be expected to prevent, materially delay or materially impair the ability of Issuer to consummate the Transactions contemplated by this Agreement.
iv. Section 3.1(y)(iv) of the Disclosure Schedules contains a correct and complete list of all Issuer Leased Real Property, together with a correct street address and such other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSinformation as is reasonably necessary to identify each Issuer Leased Real Property.
Appears in 4 contracts
Sources: Contribution and Exchange Agreement (Ekso Bionics Holdings, Inc.), Contribution and Exchange Agreement (Ekso Bionics Holdings, Inc.), Contribution and Exchange Agreement (Ekso Bionics Holdings, Inc.)
Real Property. (a) The Company does not own (and has never owned) any real property or any ownership interest therein.
(b) Schedule 4.4(a3.12(b) indicates by map attached sets forth a list of all leases, licenses or similar agreements to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the Site and each other parcel passage of the Real Property and indicates the Seller time or the Sellers owning giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerits Leased Premises, free and clear of any and all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structuresbuildings and structures that are part of the Leased Premises are in good repair and condition, fixturesnormal wear and tear excepted, buildings, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
Leased Premises, the structural elements thereof, the mechanical systems (dincluding all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) Schedule 1.1-A describes each therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Easement Facilities included within the Assets. All such Easement Facilities are located either in Leased Premises (i) land owned has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending orcurrent business activities conducted at such Leased Premises, and, to the Knowledge of the SellersCompany, threatened claims that there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Existing Easements are not validLeased Premises or any access thereto, or that the Sellers’ use thereof isand, or the transfer thereof to the Purchaser would be, in violation Knowledge of the terms Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereofLeased Premises, or (yz) use any violations of such public rights-of-way is not in compliance in building codes and/or zoning ordinances or other governmental regulations with respect to any material respect with applicable Law or authorization of the applicable Governmental Entity Leased Premises.
(d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with jurisdiction over respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereofthereof in the conduct of the Business. Subject The Company does not use or permit any of its Properties to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, be held at any real property other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSthe Leased Premises.
Appears in 4 contracts
Sources: Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Danam Health, Inc)
Real Property. (a) Schedule 4.4(a3.07(a) indicates contains a list of all real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) that is owned in fee simple by map attached thereto the Site and each other parcel of the Real Property and indicates the Seller or its Affiliates, in each case, in connection with the Sellers owning each parcel of Business (collectively, the “Owned Real Property. Each ”) and the principal use for such real property.
(b) Schedule 3.07(b) contains a list of all material contracts, agreements and leases (collectively, “Real Property Leases”) pursuant to which the Seller is or its Affiliates, leases, licenses or sublicenses real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) in connection with the owner of Business (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) as lessee, licensee or sublicensee, as applicable.
(c) Except as set forth on Schedule 3.07(c), the Seller and has valid its Affiliates have good and marketable fee simple title to the Owned Real Property, in each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, case free and clear of all Liens arising by, through or under SellersLiens, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lienas set forth on Schedule 3.07(c), no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, immediately prior to the Sellers’ KnowledgeClosing, the Seller will not be obligated under, nor will be a party to, any threatened option, right of first refusal or proposed order) requiring the repairother contractual right to purchase, removal acquire, sell, assign or alteration dispose of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Owned Real Property or any improvement thereonportion thereof or interest therein.
(d) Schedule 1.1-A describes each of With respect to the Easement Facilities included within the Assets. All such Easement Facilities are located either in Real Property, there is no (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the SellersSeller, threatened claims condemnation, eminent domain or taking proceeding or (ii) to the Knowledge of Seller, private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Real Property that prohibits or materially interferes with the current use of the Real Property.
(xe) Except as set forth on Schedule 3.07(e), within the past two (2) years, the Seller has not received any written notice of any material violation of any material Law affecting the Owned Real Property or the Real Property Leases or the Station’s use thereof.
(f) Within the past two (2) years, the Seller has not received any written notice of any existing plan or study by any Governmental Authority or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Owned Real Property or Real Property Leases and the Seller has no knowledge of any such plan or study with respect to which it has not received written notice. Except as set forth in the Revenue Leases, to the Knowledge of Seller, there is no Person in possession of any Owned Real Property other than the Seller. Except as identified in Schedule 3.07(f), no Person has any right to acquire any interests in any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSOwned Real Property.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Media General Inc)
Real Property. The Company does not own any real property. (aS) Schedule 4.4(a4A(k) indicates by map attached thereto the Site and each other parcel of the Real Property Sellers' Disclosure Schedule lists and indicates describes briefly all real property leased or subleased to the Seller or the Sellers owning each parcel of the Real PropertyCompany. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion delivered to the Buyer correct and complete copies of the Real Propertyleases and subleases listed in (S) 4A(k) of the Sellers' Disclosure Schedule (as amended to date). Except as disclosed on (S) 4A(k) of the Sellers' Disclosure Schedule, with respect to each lease and sublease listed in (S) 4A(k) of the Sellers' Disclosure Schedule:
(i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(ii) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(iii) the Company is not in material breach or default of any lease or sublease, and to the Sellers' Knowledge, no third party to any such lease or sublease is in material breach or material default, and to the Sellers' Knowledge, no event has occurred which, with notice or lapse of time, would constitute a material breach or material default or permit termination, modification, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bacceleration thereunder;
(iv) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (oreach sublease, to the Sellers’ ' Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements representations and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either warranties set forth in subsections (i) land owned by through (iii) above are true and correct with respect to the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17underlying lease; and
(v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) encumbered any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising byleasehold or subleasehold, through or under the Sellers, other than except Customarily Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc)
Real Property. (ai) Schedule 4.4(a) indicates With respect to the real property owned by map attached thereto the Site and each other parcel of Company or its Subsidiaries (the Real Property and indicates the Seller or the Sellers owning each parcel of the “Owned Real Property. Each such Seller is ”), (A) the owner Company or one of its Subsidiaries, as applicable, has good and has valid marketable title to each parcel of the Owned Real Property indicated on Schedule 4.4(a) as being owned by such SellerProperty, free and clear of all Liens arising byany Encumbrance, through (B) there are no outstanding options or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion rights of first refusal to purchase the Owned Real Property, or any building portion thereof or improvement located thereoninterest therein, currently violates and (C) neither the Company nor any Law in any material respect, including those Laws relating of its Subsidiaries leases Owned Real Property to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(banyone else.
(ii) with With respect to matters of Environmental Law the real property leased or compliance subleased to the Company or its Subsidiaries (the “Leased Real Property”), the lease or sublease for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in material breach of or default under such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder.
(iii) Section 5.1(k)(iii) of the Company Disclosure Letter contains a true and complete list of all Owned Real Property therewithand Leased Real Property. Except for any applicable Permitted Lien, no Real Property Section 5.1(k)(iii) of the Company Disclosure Letter sets forth a correct street address and such other information as is subject reasonably necessary to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration identify each parcel of any improvement located on such Owned Real Property.
(iv) For purposes of this Section 5.1(k) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset but specifically excludes (a) specified encumbrances described in Section 5.1(k)(iv) of the Company Disclosure Letter; (b) encumbrances for current Taxes or other governmental charges not yet due and payable; (c) The structuresmechanics’, fixturescarriers’, buildingsworkmen’s, improvements and equipment (including repairmen’s or other like encumbrances arising or incurred in the Facilities) ordinary course of business consistent with past practice relating to obligations as to which there is no default on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any part of the Real Property Company, or any improvement thereon.
the validity or amount of which is being contested in good faith by appropriate proceedings; (d) Schedule 1.1-A describes each other encumbrances that do not, individually or in the aggregate, materially impair the continued use, operation, value or marketability of the Easement Facilities included within specific parcel of Owned Real Property to which they relate or the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization conduct of the applicable Governmental Entity. There are no pending or, to the Knowledge business of the Sellers, threatened claims that Company and its Subsidiaries as presently conducted; (xe) restrictions or exclusions which would be shown by a current title report or similar report; and (f) any of the Existing Easements are not validcondition or other matter, if any, that may be shown or that the Sellers’ use thereof is, disclosed by a current and accurate survey or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSphysical inspection.
Appears in 3 contracts
Sources: Merger Agreement (McJunkin Red Man Corp), Merger Agreement (Goldman Sachs Group Inc), Merger Agreement (McJunkin Red Man Holding Corp)
Real Property. (aTarget does not own any real property. Section 4(m) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property Disclosure Schedule lists and indicates the Seller describes briefly all real property leased or the Sellers owning each parcel subleased to Target. The Transferor has delivered to North American correct and complete copies of the Real Propertyleases and subleases listed in Section 4(m) of the Disclosure Schedule (as amended to date). Each such Seller is the owner of and has valid title With respect to each parcel lease and sublease listed in Section 4(m) of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.Disclosure Schedule:
(bA) The Sellers have the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(B) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(C) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(D) no party to the lease or sublease has repudiated any provision thereof;
(E) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease;
(F) Target has not received written a notice from the lessor indicating that the lease will not be renewed at the end of its current term for any Governmental Entity that a portion additional terms provided for in the lease;
(G) the term of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(blease will continue for a minimum of six months past the Closing Date;
(H) with respect to matters of Environmental Law or compliance of each sublease, the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued representations and warranties set forth in subsections (A) through (G) above are true and correct with respect to such Real Property the underlying lease;
(orI) Target has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(J) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(K) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(L) the Transferor is not aware of any pending or threatened foreclosure or other enforcement proceedings relating to the Sellers’ Knowledge, any threatened real property underlying the leases or proposed ordersubleases set forth in Section 4(m) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Disclosure Schedule 1.1-A describes each that could result in Target's loss of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms possession of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSreal property.
Appears in 3 contracts
Sources: Stock Exchange Agreement (Orius Corp), Stock Exchange Agreement (Orius Corp), Stock Exchange Agreement (Orius Corp)
Real Property. (a) Schedule 4.4(a5.9 contains a brief ------------- ------------ description of (i) indicates by map attached thereto the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of real property owned by any Company (the "Owned ----- Real Property") and (ii) each option held by any Company to acquire any real ------------- property. Each such Seller Schedule 5.9 sets forth a list of each lease or similar agreement ------------ under which any Company is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being lessee of, or holds or operates, any real property owned by any third Person, except those which are terminable by such Seller, free and clear Company without penalty on 60 days' or less notice or which provide for annual lease payments of all Liens arising by, through or under Sellers, other less than Permitted Liens.$75,000 (the "Leased Real Property"). --------------------
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Owned Real Property is subject to any written governmental decree in conformity with all deed restrictions and other covenants and conditions recorded or order specifically issued running with respect to such the land. The current use and operation of the Owned Real Property (oris in substantial conformity with the certificate(s) of occupancy issued for such Owned Real Property. All of the buildings, to structures, equipment and other tangible assets of the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement Companies located on the Owned Real Property are sufficient to support the conduct of the Business by the Companies as currently conducted at such Owned Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including Neither the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against whole nor any part of any of the Owned Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of Parent, any Leased Real Property is subject to any pending suit for condemnation or other taking by any Governmental Body, and, to the SellersKnowledge of Parent, threatened claims that no such condemnation or other taking is threatened.
(xd) Parent makes the following representations and warranties with respect to the Downers Grove Real Property:
(i) Leases. Schedule 5.9(d) contains a complete and correct list ------ --------------- of the Downers Grove Real Property Leases, true and correct copies of which Parent has made available to Buyer. Except as set forth in Schedule 5.9(d), --------------- (A) each of the Downers Grove Real Property Leases is in full force and effect and is enforceable against Parent and, to the Knowledge of Parent, the other parties thereto, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles; (B) Parent is not in, nor, to the Knowledge of Parent, alleged to be in, breach or violation of or default under any of the Existing Easements are not valid, Downers Grove Real Property Leases; (C) all rental or that other payments due under the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation Downers Grove Real Property Leases as of the terms of such Existing Easement date hereof have been paid in full and no rental payments have been paid more than one month in advance; (D) there are no leasing commissions or tenant improvements allowances, payments or credits presently due and unpaid or which could become due with respect to any Lien affecting Downers Grove Real Property Lease; and (E) no tenant under any Downers Grove Real Property Lease has withheld any payments under its Downers Grove Real Property Lease for any reason, nor has any tenant exercised or threatened to exercise any retention or set-off whatsoever against the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSrentals payable thereunder.
Appears in 3 contracts
Sources: Purchase Agreement (Aramark Worldwide Corp), Purchase Agreement (Aramark Worldwide Corp), Purchase Agreement (Aramark Corp)
Real Property. The Company does not own any real property. (aS) Schedule 4.4(a4A(k) indicates by map attached thereto the Site and each other parcel of the Real Property Seller's Disclosure Schedule lists and indicates describes briefly all real property leased or subleased to the Company. The Seller or has delivered to the Sellers owning each parcel Buyer correct and complete copies of the Real Propertyleases and subleases listed in (S) 4A(k) of the Seller's Disclosure Schedule (as amended to date). Each such Seller is Except as disclosed on (S) 4A(k) of the owner of and has valid title Seller's Disclosure Schedule, with respect to each parcel lease and sublease listed in (S) 4A(k) of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.'s Disclosure Schedule:
(bA) The Sellers have not received written notice from any Governmental Entity that a portion lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(B) The lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the Real Propertytransactions contemplated hereby except for the leased premises covered by the New Lease;
(C) The Company is not in material breach or default of any lease or sublease, and to the Seller's Actual Knowledge, no third party to any such lease or sublease is in material breach or material default, and to the Seller's Actual Knowledge, no event has occurred which, with notice or lapse of time, would constitute a material breach or material default or permit termination, modification, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bacceleration thereunder;
(D) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (oreach sublease, to the Sellers’ ' Actual Knowledge, any threatened or proposed orderthe representations and warranties set forth in subsections (A) requiring through (C) above are true and correct with respect to the repair, removal or alteration of any improvement located on such Real Property.underlying lease; and
(cE) The structuresthe Company has not assigned, fixturestransferred, buildingsconveyed, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-ISmortgaged, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either deeded in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17trust, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) encumbered any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising byleasehold or subleasehold, through or under the Sellers, other than except Customarily Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc)
Real Property. (aThe Company does not own any real property. SECTION 4A(k) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property Seller's Disclosure Schedule lists and indicates describes briefly all real property leased or subleased to the Company. The Seller or has delivered to the Sellers owning each parcel Buyer correct and complete copies of the Real Propertyleases and subleases listed in SECTION 4A(k) of the Seller's Disclosure Schedule (as amended to date). Each such Seller is Except as disclosed on SECTION 4A(k) of the owner of and has valid title Seller's Disclosure Schedule, with respect to each parcel lease and sublease listed in SECTION 4A(k) of the Real Property indicated on Schedule 4.4(aSeller's Disclosure Schedule:
(i) as being owned by such To the Knowledge of Seller, free the lease or sublease is legal, valid, binding, enforceable, and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.in full force and effect;
(bii) To the Knowledge of Seller, the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(iii) The Sellers have Company is not received written in material breach or default of any lease or sublease, and to the Seller's Knowledge, no third party to any such lease or sublease is in material breach or material default, and to the Seller's Knowledge, no event has occurred which, with notice from any Governmental Entity that or lapse of time or both, would constitute a portion of the Real Propertymaterial breach or material default or permit termination, modification, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bacceleration thereunder;
(iv) with respect to matters of Environmental Law or compliance of each sublease, to the Real Property therewith. Except for any applicable Permitted LienSeller's Knowledge, no Real Property is subject to any written governmental decree or order specifically issued the representations and warranties set forth in subsections (i) through (iii) above are true and correct with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.underlying lease; and
(cv) The structuresthe Company has not assigned, fixturestransferred, buildingsconveyed, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-ISmortgaged, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either deeded in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17trust, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) encumbered any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising byleasehold or subleasehold, through or under the Sellers, other than except Customarily Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc)
Real Property. (ai) Schedule 4.4(ass.3(l)(i) indicates by map attached thereto the Site and each other parcel of the Real Property Disclosure Schedule lists and indicates describes briefly all real property leased to Sewcal. Sewcal has delivered to the Seller or the Sellers owning each parcel Buyer correct and complete copies of the Real Propertyleases and subleases listed in ss.3(l)(ii) of the Disclosure Schedule (as amended to date). Each such Seller is the owner of and has valid title With respect to each parcel lease and sublease listed in ss.3(l)(ii) of the Real Property indicated on Disclosure Schedule 4.4(a) as being owned by such Seller, free and clear to the best of all Liens arising by, through or under Sellers, other than Permitted Liens.Sellers knowledge:
(bA) The Sellers have not received written notice from any Governmental Entity that a portion the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(B) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the Real Propertytransactions contemplated hereby (including the assignments and assumptions referred to in ss.2 above);
(C) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(D) no party to the lease or sublease has repudiated any building provision thereof;
(E) there are no disputes, oral agreements, or improvement located thereon, currently violates any Law forbearance programs in any material respect, including those Laws relating effect as to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bthe lease or sublease;
(F) with respect to matters of Environmental Law or compliance of each sublease, the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.underlying lease;
(cG) The structuresSewcal has not assigned, fixturestransferred, buildingsconveyed, improvements and equipment mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(H) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the Facilities) on the Real Property are being transferred at the Closing AS-ISoperation thereof and have been operated and maintained in accordance with applicable laws, WHERE-ISrules, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.and regulations;
(dI) Schedule 1.1-A describes each all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.said facilities; and
Appears in 3 contracts
Sources: Asset Purchase Agreement (Freedom Surf Inc), Asset Purchase Agreement (Freedom Surf Inc), Asset Purchase Agreement (Freedom Surf Inc)
Real Property. (a) Schedule 4.4(a5.11(a)(i) indicates by map attached thereto the Site and each other parcel of the Real Property and indicates Chevron Disclosure Schedule identifies all real property assets the Seller or the Sellers owning each parcel fee title to which is owned, beneficially and/or of record, by Chevron as of the date of this Agreement and which are material to the businesses of C Chem. Schedule 5.11(a)(ii) of the Chevron Disclosure Schedule identifies all real property assets a leasehold interest in which is owned, beneficially and/or of record, by Chevron as of the date of this Agreement and which are material to the businesses of C Chem.
(b) With respect to any real property owned or leased by Chevron (the "C Chem Real Property. Each such Seller is "), Chevron has good and valid fee or leasehold title, as the owner of and has valid title case may be, to all real property owned or leased by Chevron, in each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellercase, free and clear of all Liens, except for Permitted Encumbrances, defects in title or Liens arising bydescribed on Schedules 5.11(a)(i) and 5.11(a)(ii) of the Chevron Disclosure Schedule and other defects in title or Liens that, through individually or under Sellersin the aggregate, other than Permitted Liensdo not and would not reasonably be expected to have a Material Adverse Effect on C Chem.
(bc) The Sellers have not received written notice from any Governmental Entity that a portion Each of the Real Propertyleases (including subleases) to which Chevron is a party (the "C Chem Leases") is a valid, binding and enforceable (except as such enforceability may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors' rights generally) obligation of each of the lessee and the lessor under such C Chem Lease, and neither Chevron nor, to Chevron's knowledge, the other party to any building or improvement located thereon, currently violates any Law C Chem Lease is in default under such C Chem Lease in any material respect, including those Laws relating other than such defaults, if any, which would not, individually or in the aggregate, have or reasonably be expected to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance have a Material Adverse Effect on C Chem. As of the Real Property therewith. Except for any applicable Permitted Liendate of this Agreement, no Real Property is subject except where, individually or in the aggregate, there would not reasonably be expected to any written governmental decree be a Material Adverse Effect on C Chem or order specifically issued with respect to such Real Property as otherwise set forth on Schedule 5.11(a)(i) of the Chevron Disclosure Schedule, (or, to i) the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration enforceability of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned C Chem Leases will not be impaired by the Sellers execution or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17delivery of this Agreement or the Amended LLC Agreement, or (ii) the Existing Easements execution and delivery of this Agreement or public rights-of-way pursuant to Law the Amended LLC Agreement or authorization the consummation of the applicable Governmental Entity. There are no pending or, transactions contemplated by this Agreement or the Amended LLC Agreement will not entitle the lessor under any C Chem Lease to terminate such C Chem Lease prior to the Knowledge scheduled expiration thereof, and (iii) neither Chevron nor any C Chem Subsidiary is currently participating in any discussions or negotiations regarding termination of the Sellers, threatened claims that (x) any C Chem Lease of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof a property at which C Chem conducts business operations prior to the Purchaser would be, in violation of the terms scheduled expiration of such Existing Easement C Chem Lease by reason of a breach or any Lien affecting the land covered alleged breach by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTStenant thereunder.
Appears in 3 contracts
Sources: Contribution Agreement (Chevron Corp), Contribution Agreement (Phillips Petroleum Co), Contribution Agreement (Chevron Phillips Chemical Co LLC)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel All of the real property owned by Sellers and used primarily in the business and operation of the Publications is identified on Schedule 3.10(a), together with all buildings, structures, residences, fixtures, landscaping, utility lines, roads, driveways, fences, parking areas, contiguous and adjacent entry rights, construction in progress, and all other improvements to such real property that are owned by Sellers or any Affiliate, located in and upon such real property, and used primarily in the business and operation of the Publications, together with all rights, privileges, and easements appurtenant to the foregoing (all of the foregoing collectively referred to as the “Owned Real Property”);
(b) Schedule 3.10(b) sets forth a complete and accurate list of all leasehold interests of Sellers used primarily in the business and operation of the Publications (the “Leased Real Property”). The Leased Real Property and indicates the Seller or Owned Real Property are collectively referred to as the Sellers owning each parcel of the “Real Property. Each such Seller is the owner of ”.
(c) Good and has valid marketable fee title to each parcel of the Owned Real Property indicated disclosed on Schedule 4.4(a3.10(a) as being is owned by Sellers set forth on such Sellerschedule, free and clear of all Liens arising byany Liens, through or under Sellerseasements, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law way, licenses, use restrictions, claims, charges, options, rights of first offer, rights of first refusal or authorization title defects, of any nature whatsoever, except for Permitted Encumbrances (as defined below). As used in this Agreement, the applicable Governmental Entity. There term “Permitted Encumbrances” means (i) Liens for Taxes not yet due and payable; (ii) Liens for Taxes which are no pending orbeing contested in good faith and by appropriate proceedings in the amount of which a reserve has been created and set forth on the Closing Date Balance Sheet; (iii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business consistent with past practice or which are being contested in good faith and by appropriate proceedings in the amount of which a reserve has been created on the Closing Date Balance Sheet (which reserve under clauses (ii) or (iii) shall, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the extent Sellers are otherwise successful in default finally, definitively and irrevocably contesting any such Liens and Buyer effectively gets the benefit thereof, or will upon written notice and delivery of satisfactory proof thereof, be refunded to Sellers); (yiv) use of such public easements, rights-of-way is way, encroachments, licenses, restrictions, conditions and other similar encumbrances which do not in compliance in materially interfere with the current use of any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Owned Real Property;
Appears in 3 contracts
Sources: Asset Purchase Agreement (Morris Publishing Finance Co), Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (Morris Publishing Finance Co)
Real Property. The Company does not own any real property. (aS) Schedule 4.4(a4A(k) indicates by map attached thereto the Site and each other parcel of the Real Property Seller's Disclosure Schedule lists and indicates describes briefly all real property leased or subleased to the Company. The Seller or has delivered to the Sellers owning each parcel Buyer correct and complete copies of the Real Propertyleases and subleases listed in (S) 4A(k) of the Seller's Disclosure Schedule (as amended to date). Each such Seller is the owner of and has valid title With respect to each parcel lease and sublease listed in (S) 4A(k) of the Real Property indicated on Schedule 4.4(aSeller's Disclosure Schedule:
(A) The lease or sublease is a legal, valid, binding, enforceable obligation of the Company, and is in full force and effect as being owned to the Company, and as to Seller's Actual Knowledge, is in full force and effect as to any third parties thereto;
(B) The consummation of the transactions contemplated by such Sellerthe Agreement will not affect the legal, free valid, binding, and clear enforceable nature of all Liens arising by, through the lease or under Sellers, other than Permitted Lienssublease.
(bC) The Sellers have Company is not received written in material breach or default of any lease or sublease, and to the Seller's Actual Knowledge, no third party to any such lease or sublease is in material breach or material default, and to the Seller's Actual Knowledge, no event has occurred which, with notice from any Governmental Entity that or lapse of time, would constitute a portion of the Real Propertymaterial breach or material default or permit termination, modification, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bacceleration thereunder;
(D) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (oreach sublease, to the Sellers’ ' Actual Knowledge, any threatened or proposed orderthe representations and warranties set forth in subsections (A) requiring through (C) above are true and correct with respect to the repair, removal or alteration of any improvement located on such Real Property.underlying lease; and
(cE) The structuresthe Company has not assigned, fixturestransferred, buildingsconveyed, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-ISmortgaged, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either deeded in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17trust, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) encumbered any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising byleasehold or subleasehold, through or under the Sellers, other than except Customarily Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyers correct and indicates complete copies of the Leases. With respect to the Real Estate:
i. the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the Sellers owning each parcel marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
ii. the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
iii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
iv. there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
v. none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
vi. except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real PropertyEstate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
vii. Each such the Seller is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
viii. to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
ix. to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Estate Encumbrances.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Section 3.20(a) of the Disclosure Schedule 4.4(alists: (i) indicates by map attached thereto the Site and street address of each other parcel of Owned Real Property, (ii) the current owner of each such parcel of Owned Real Property and indicates (iii) the Seller or the Sellers owning current use of each such parcel of the Owned Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion Section 3.20(b) of the Disclosure Schedule lists: (i) the street address of each parcel of Leased Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b(ii) with respect to matters of Environmental Law or compliance the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to and (iii) the current use of each such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration parcel of any improvement located on such Leased Real Property.
(c) The structuresCompany has made available to the Purchaser, fixturesor shall make available to the Purchaser within three (3) Business Days after the date hereof, buildingstrue, improvements legible and equipment (including complete copies, to the Facilities) on extent available, of all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, Permits, other Encumbrances, title documents and other documents relating to or otherwise affecting the Real Property, the operations of the Company or any Subsidiary thereon or any other uses thereof. Either the Company or a Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property. Neither the Company nor any Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement, nor has the Company or any Subsidiary assigned its interest under any lease or sublease listed in Section 3.20(b) of the Disclosure Schedule to any third party.
(d) The Company has, or has caused to be, delivered to the Purchaser true and complete copies of all leases and subleases listed in Section 3.20(b) of the Disclosure Schedule and any and all ancillary documents (the "Ancillary Lease Documents") pertaining thereto (including, but not limited to, all amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including, without limitation, consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates). With respect to each such lease and sublease:
(i) such lease or sublease, together with all Ancillary Lease Documents delivered pursuant to the first sentence of this Section 3.20(d), is in full force and effect and represents the entire agreement between the respective landlord and tenant with respect to such Leased Real Property;
(ii) such lease or sublease will not cease to be in full force and effect on terms identical to those currently in effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such lease or sublease or otherwise give the landlord a right to terminate such lease or sublease;
(A) neither the Company nor any Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither the Company nor any Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured;
(iv) none of the Company, any Subsidiary or, to the knowledge of the Company, any other party to such lease or sublease is in breach or default in any material respect and, to the knowledge of the Company, no event has occurred that, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under such lease or sublease; and
(v) neither the Company nor any Subsidiary has exercised or given any notice of exercise of, nor has any lessor or landlord exercised or received any notice of exercise by a lessor or landlord of, any option, right of first offer or right of first refusal contained in any such lease or sublease, including, without limitation, any pertaining to purchase, expansion, renewal, extension or relocation (collectively, "Options").
(e) There are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation condemnation proceedings or similar proceeding eminent domain proceedings of any kind pending or, to the Sellers’ Knowledgeknowledge of the Company, threatened against any of the Real Property.
(f) All the Real Property is occupied under a valid and current certificate of occupancy or similar permit, the transactions contemplated by this Agreement will not require the issuance of any new or amended certificate of occupancy and, to the knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any improvement thereonSubsidiary, as the case may be, after the Closing in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing.
(dg) Schedule 1.1-A describes each No improvements on the Real Property and none of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned current uses and conditions thereof violate any Encumbrance, applicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by the Sellers any duly issued variances, and no permits, licenses or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, certificates pertaining to the Knowledge ownership or operation of all improvements on the SellersReal Property, threatened claims that (x) other than those which are transferable with the Real Property, are required by any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with Authority having jurisdiction over the use thereof. Subject to Section 6.7, Real Property.
(h) All improvements on any Real Property are wholly within the Sellers shall convey all lot limits of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsuch Real Property.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD)
Real Property. (a) Schedule 4.4(a3.07(a) indicates contains a list of all real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) that is owned in fee simple by map attached thereto the Site LIN Companies, and each other parcel of immediately following the Real Property and indicates Merger Closing will be owned in fee simple by the Seller or its Affiliates, in each case, in connection with the Sellers owning each parcel of Business (collectively, the “Owned Real Property. Each ”) and the principal use for such real property.
(b) Schedule 3.07(b) contains a list of all material contracts, agreements and leases (collectively, “Real Property Leases”) pursuant to which the LIN Companies, and immediately following the Merger Closing the Seller is or its Affiliates, leases, licenses or sublicenses real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) in connection with the owner of Business (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) as lessee, licensee or sublicensee, as applicable.
(c) Except as set forth on Schedule 3.07(c), the LIN Companies have, and has valid immediately prior to the Closing the Seller or its Affiliate will have good and marketable fee simple title to the Owned Real Property, in each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, case free and clear of all Liens arising by, through or under SellersLiens, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lienas set forth on Schedule 3.07(c), no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, immediately prior to the Sellers’ KnowledgeClosing, the Seller will not be obligated under, nor will be a party to, any threatened option, right of first refusal or proposed order) requiring the repairother contractual right to purchase, removal acquire, sell, assign or alteration dispose of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Owned Real Property or any improvement thereonportion thereof or interest therein.
(d) Schedule 1.1-A describes each of With respect to the Easement Facilities included within the Assets. All such Easement Facilities are located either in Real Property, there is no (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the SellersSeller, threatened claims condemnation, eminent domain or taking proceeding or (ii) to the Knowledge of Seller, private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Real Property that prohibits or materially interferes with the current use of the Real Property.
(xe) Except as set forth on Schedule 3.07(e), none of the Seller or the LIN Companies, within the past two (2) years, received any written notice of any material violation of any material Law affecting the Owned Real Property or the Real Property Leases or the Stations’ use thereof.
(f) Within the past two (2) years, none of the Seller nor the LIN Companies has received any written notice of any existing plan or study by any Governmental Authority or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Owned Real Property or Real Property Leases and the Seller has no knowledge of any such plan or study with respect to which it has not received written notice. Except as set forth in the Revenue Leases, to the Knowledge of Seller, there is no Person in possession of any Owned Real Property other than the Seller or the LIN Companies. Except as identified in Schedule 3.07(f), no Person has any right to acquire any interests in any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSOwned Real Property.
Appears in 3 contracts
Sources: Asset Purchase Agreement (LIN Media LLC), Asset Purchase Agreement (Mercury New Holdco, Inc.), Asset Purchase Agreement (Media General Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel Other than as set forth in Section 3.25 of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title Company Disclosure Letter, with respect to each parcel of the Real Property indicated on Schedule 4.4(a) as being real property owned by such Sellerthe Company or any of the Subsidiaries which is material to the operations of the Company and any of its Subsidiaries (collectively, the “Owned Real Property”): (i) the Company or any of the Subsidiaries, as the case may be, has good and marketable indefeasible fee simple title, free and clear of all Liens arising byliens, through charges, mortgages, security interests and encumbrances, except (A) Permitted Encumbrances; (B) easements for the erection and maintenance of public utilities exclusively serving the properties; or under Sellers(C) other easements and encumbrances affecting the properties so long as same do not render title to the Owned Real Property unmarketable or uninsurable; (ii) neither the Company nor any of the Subsidiaries, other than Permitted Liensas the case may be, has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) there are no outstanding options, rights of first offer, rights of reverter or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; and (iv) neither the Company nor any of the Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.
(b) The Sellers have not received written notice from With respect to each premise leased by the Company or any Governmental Entity that a portion of the Subsidiaries (collectively, the “Leased Real Property”), the Company or any building of the Subsidiaries, as the case may be, has delivered or improvement located thereonmade available to Parent and Acquisition Co. a true and complete copy of all leases, currently violates any Law in any material respectsubleases, licenses or other agreement including those Laws relating all amendments, extensions, renewals or guaranties thereof (“Leases”) for such Leased Real Property. With respect to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(beach of the aforementioned Leases: (i) with respect to matters of Environmental Law or compliance the Company and its Subsidiaries and, to the knowledge of the Real Property therewith. Except for Company, with respect to the other party thereto, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions contemplated by this Agreement or the Tender and Voting Agreement do not require the consent of any applicable Permitted Lienother party to such Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) there are no Real Property is subject to any written governmental decree or order specifically issued material disputes with respect to such Real Property Lease; (oriv) neither the Company nor any of the Subsidiaries, as the case may be, nor, to the Sellers’ Knowledgeknowledge of the Company or any of the Subsidiaries, as the case may be, any threatened other party to the Lease is in breach or proposed orderdefault under such 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 Lease; (v) requiring to the repairknowledge of the Company no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) neither the Company nor any of the Subsidiaries, removal as the case may be, owes, nor will it owe in the future, any brokerage commissions or alteration finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any of the Subsidiaries; (viii) neither the Company nor any improvement located of the Subsidiaries, as the case may be, has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) neither the Company nor any of the Subsidiaries, as the case may be, has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (x) there are no Liens on the estate or interest created by such Lease, other than, in the case of (i) through (x) above, for any such case where there is no current or reasonably likely material interference with the operations conducted at the Leased Real PropertyProperty as presently conducted (or as would be conducted at full capacity).
(c) The structures, fixtures, buildings, improvements Company’s and equipment (including each Subsidiary’s current use of the Facilities) on the Leased Real Property are being transferred at is in material compliance with applicable Law and any applicable restrictions of record, and neither the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation Company nor any Subsidiary has received any notice of a material violation of any such Law or similar proceeding pending or, restriction with respect to the Sellers’ Knowledge, threatened against any of the Leased Real Property or any improvement thereonthat has not been cured.
(d) Schedule 1.1-A describes each of Neither the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) Company nor any of the Existing Easements are not validSubsidiaries, or that as the Sellers’ use thereof iscase may be, has received any written notice, or the transfer thereof to the Purchaser would be, in violation knowledge of the terms Company oral notice, from any insurance company of such Existing Easement any material defects or inadequacies in the Owned Real Property or Leased Real Property or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default part thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization which would materially and adversely affect the insurability of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all same or of their right, title and interest any termination or threatened (in and to the Existing Easements free and clear writing) termination of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSany policy of insurance.
Appears in 3 contracts
Sources: Merger Agreement (Foster L B Co), Merger Agreement (Foster L B Co), Merger Agreement (Foster L B Co)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site ▇▇▇▇▇▇▇▇ has good and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid marketable title to each parcel of all the Real Property indicated on Schedule 4.4(a) as being real property owned by such Seller▇▇▇▇▇▇▇▇ and its Subsidiaries (collectively, “▇▇▇▇▇▇▇▇ Owned Properties”), free and clear of all Liens arising by, through or under Sellers, other than except Permitted LiensEncumbrances.
(b) The Sellers have not received written notice from Isabella or its Subsidiaries has valid leasehold interests in the real estate leases, subleases, licenses and occupancy agreements (together with any Governmental Entity that a portion of the Real Propertyamendments, modifications, supplements, replacements, restatements and guarantees thereof or thereto, including any oral amendments) to which ▇▇▇▇▇▇▇▇ or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation of its Subsidiaries is made in this Section 4.4(b) a party with respect to matters all real property leased, subleased, licensed or otherwise used or occupied by ▇▇▇▇▇▇▇▇ or any of Environmental Law its Subsidiaries on the date hereof (collectively, the “▇▇▇▇▇▇▇▇ Leased Real Property”), whether in Isabella’s or compliance any of its Subsidiaries’ capacity as lessee, sublessee, licensee, lessor, sublessor or licensor, as the case may be (the “▇▇▇▇▇▇▇▇ Real Property therewithEstate Leases”), free and clear of all Liens, except Permitted Encumbrances. Except for any applicable Permitted LienEach ▇▇▇▇▇▇▇▇ Real Estate Lease is (i) valid, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (binding and in full force and effect without material default thereunder by the lessee or, to the Sellers’ Knowledgeknowledge of ▇▇▇▇▇▇▇▇, the lessor, and (ii) enforceable against ▇▇▇▇▇▇▇▇ or the applicable Subsidiary and, to the knowledge of ▇▇▇▇▇▇▇▇, the counterparty thereto (except as may be limited by the Enforceability Exceptions). ▇▇▇▇▇▇▇▇ and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it under each ▇▇▇▇▇▇▇▇ Real Estate Lease, and to the knowledge of ▇▇▇▇▇▇▇▇, each counterparty to each ▇▇▇▇▇▇▇▇ Real Estate Lease has in all material respects performed all obligations required to be performed by it under such ▇▇▇▇▇▇▇▇ Real Estate Lease, and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of ▇▇▇▇▇▇▇▇ or any threatened or proposed order) requiring the repair, removal or alteration of its Subsidiaries under any improvement located on such ▇▇▇▇▇▇▇▇ Real PropertyEstate Lease.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge knowledge of the Sellers▇▇▇▇▇▇▇▇, threatened claims that (x) any of condemnation proceedings against the Existing Easements are not valid, ▇▇▇▇▇▇▇▇ Owned Property or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Real Property.
Appears in 2 contracts
Sources: Merger Agreement (Isabella Bank Corp), Merger Agreement (Isabella Bank Corp)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and all real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyers correct and indicates complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has or will have at or before Closing good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions, options to purchase, rights of first refusal or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and easements which do not impair the current use, occupancy or value or the Sellers owning each parcel marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing, to the Seller's Knowledge, will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) the Seller is not in breach or default of any Lease (or has repudiated any provision thereof), and to the Seller's Knowledge, no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) to the Seller's Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Property. Each such Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) to the Seller's Knowledge, structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) to Seller's Knowledge, planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changes in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof;
(vi) to the Seller's Knowledge, all buildings and improvements on the Real Estate are in good condition and repair, normal wear and tear excepted;
(vii) the Seller is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; and
(viii) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate) in connection with the operation of the Station. The Seller has delivered to the Buyer correct and indicates complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the Sellers owning each parcel marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Property. Each such Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Seller is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(ix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(xi) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Real Estate Encumbrances;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto Neither the Site and each Borrower nor any other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted LiensBorrower Party owns any fee interest in any real property.
(b) The Sellers have not received written notice from Schedule 3.25 sets forth a true, correct and complete list of all real property leases, subleases or licenses pursuant to which the Borrower or any Governmental Entity that of its Subsidiaries is a portion lessor, lessee, sublessor, sublessee, licensor or licensee of real property, in each case as amended through the date hereof, which list includes the street address, the identity of the Real Propertylessors, lessees, sublessors, sublessees, licensors or licensees, the term thereof (referencing applicable extension or renewal periods), the rent payment terms and the current use. At the Lender’s request, the Borrower shall deliver to the Lender true, correct and complete copies of each such lease, sublease or license. The real property interests described or listed on Schedule 3.25 constitute all of the leasehold interests in real property leased or otherwise held for use by the Borrower and its Subsidiaries. With respect to each such lease, sublease and license, except as set forth on Schedule 3.25:
(i) such lease, sublease and license is legal, valid, binding and enforceable against the parties thereto and is in full force and effect;
(ii) no party thereto is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or any building acceleration thereunder;
(iii) there are no disputes, oral agreements or improvement located thereon, currently violates any Law forbearance programs in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject effect as to any written governmental decree such lease, sublease or order specifically issued with respect to such Real Property license; and
(oriv) neither the Borrower nor any of its Subsidiaries has assigned, to the Sellers’ Knowledgetransferred, conveyed, mortgaged, deeded in trust or encumbered any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Propertyinterest therein.
(c) The structuresNo Consent of any party to any lease, fixturessublease or license is required in connection with the execution, buildingsdelivery or performance of this Agreement, improvements and equipment the Term Notes (including the Facilitiesauthorization and issuance thereof) on or the Real Property are being transferred at other Loan Document, including the Closing AS-ISamendment, WHERE-ISrestatement and/or reaffirmation, WITH ALL FAULTS. There is no condemnationas applicable, expropriation or similar proceeding pending orthereof, to and the Sellers’ Knowledge, threatened against exercise of any remedies under any of the Real Property Collateral Documents, and no such event shall be prohibited by, or shall constitute a default under, any improvement thereonsuch lease, sublease or license.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are parking lots located either in (i) land owned on any real property leased by the Sellers Borrower or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements its Subsidiaries are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7Applicable Law, the Sellers shall convey all of their rightincluding zoning requirements, title and interest in are adequate for its employees and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSbusiness operations.
Appears in 2 contracts
Sources: Loan and Security Agreement (Overhill Farms Inc), Loan and Security Agreement (Levine Leichtman Capital Partners Ii Lp)
Real Property. Section 2(g) of the Disclosure Schedule lists and describes briefly all real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyers correct and indicates the Seller or the Sellers owning each parcel complete copies of the Leases. With respect to the Real PropertyEstate:
i. the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
ii. Each such Seller no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
iii. there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
iv. to the owner of and has valid title to each parcel Seller's Knowledge, none of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of properties subject to the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued rights of first refusal;
v. to the Seller's Knowledge, there are no (i) actual or proposed special assessments with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or Estate; (ii) the Existing Easements pending or public rights-of-way pursuant threatened condemnation proceedings with respect to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or threatened changes in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
vi. the Seller has not validassigned, transferred, conveyed, mortgaged, deeded in trust, or that encumbered any interest in the Sellers’ use thereof is, Leases or the transfer thereof its rights thereunder; and
vii. to the Purchaser would beSeller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in violation of connection with the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise operation thereof and have been operated and maintained in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect accordance with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7laws, the Sellers shall convey all of their rightrules, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSregulations.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a4.20(a) indicates by map attached thereto contains a legal description, street address and tax parcel identification number for the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Owned Real Property. Each such Seller is the owner of and has valid Sellers agree that title to each parcel of the Owned Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free shall not be altered between the date of this Agreement and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.Closing;
(b) The Schedule 4.20(b) contains a list of the addresses of all of the Leased Real Property and each Tenant Lease. At the Closing, Sellers will assign to Buyers all of its interest in the Leased Real Property as well as all of the interest of Sellers in the Tenant Leases;
(c) Schedule 4.20(c) contains a list and rent roll of all existing Third Party Leases, including the following information as shown in the Third Party Leases (except with respect to (viii) below) with respect to each: (i) the premises covered; (ii) the effective date; (iii) the name of the legal name of the tenant, licensee or occupant; (iv) the term; (v) the rents and other charges payable thereunder; (vi) the nature and amount of the security deposits thereunder, if any; (vii) options to renew or extend contained in the Third Party Lease; and (viii) any rents or other charges in arrears or prepaid rent;
(d) Sellers have not received any written notice from any Governmental Entity that a portion of Authority of, and Sellers have no knowledge of: (i) any pending or threatened condemnation Proceedings affecting the Real Property, or any building part thereof; or improvement located thereon, currently violates (ii) any Law in violations of any material respect, Laws (including those Laws relating to zoning, building, zoning and land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(buse ordinances) with respect to matters of Environmental Law the Real Property, or compliance of any part thereof, which have not heretofore been cured;
(e) Except as set forth on Schedule 4.20(e), there will be no incomplete construction projects affecting the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to as of the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.Closing Date; and
(cf) The structuresSellers are not, fixturesnor will become, buildings, improvements and equipment a person or entity with whom U.S. persons are restricted from doing business under regulations of the Office of Foreign Asset Contract (OFAC) of the Department of Treasury (including the Facilitiesthose named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive Order (including Executive Order November 13224 on the Real Property are being transferred at the Closing AS-ISTerrorism Financing, WHERE-ISeffective September 24, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is2001), or the transfer thereof United and Strengthening America by Providing Tools Required to the Purchaser would beIntercept and Obstruct Terrorism Act of 2001, in violation of the terms of such Existing Easement H.R. 3162, Public Law 107-56, or any Lien affecting other governmental action. At the land covered by the Existing EasementClosing, or Sellers shall execute and deliver to Buyers an affidavit certifying that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way it is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject a “blocked person” under Executive Order 13224, which form shall be mutually acceptable to Section 6.7, the Sellers shall convey all of their right, title Buyers and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Healthsouth Corp), Asset Purchase Agreement (LifeCare Holdings, Inc.)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Sellers (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Sellers have delivered to the Buyers correct and indicates complete copies of the Seller or Leases. With respect to the Real Estate:
(i) the Sellers owning each parcel have good and marketable title to all of the Owned Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, Estate free and clear of all Liens arising byliens, through charges, mortgages, security interests, easements, restrictions or under Sellersother encumbrances of any nature whatsoever except (A) real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, other than occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted LiensReal Estate Encumbrances") and (B) mortgages and Security Interests that are to be discharged at Closing and which are disclosed in Section 2(i) of the Disclosure Schedule.
(bii) The Sellers have not received written the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice from or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Governmental Entity that a portion Lease;
(v) none of the Owned Real PropertyEstate and to the Sellers' Knowledge, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance none of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is properties subject to the Leases are subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect to such rights of first refusal;
(vi) except for Permitted Real Property Estate Encumbrances, there are no (A) actual or, to the Sellers’ ' Knowledge, proposed special assessments with respect to any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding Estate; (B) pending or, to the Sellers’ ' Knowledge, threatened against condemnation proceedings with respect to any of the Real Property or any improvement thereon.
Estate; (dC) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge Sellers' Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (D) mechanic's or materialmens' liens with respect to the Owned Real Estate; (E) structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (F) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (G) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (H) any pending or, to the Sellers' Knowledge, threatened claims that changed in any zoning laws or ordinances which may affect any of the Real Estate or Sellers' use thereof;
(vii) all buildings and improvements on the Real Estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(ix) to the Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(x) any all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsaid facilities.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a3.14(a)(i) indicates contains a complete and accurate list of all (i) deeds conveying fee simple interests in the real property material to the Business, including mineral rights material to the Business, in which Seller is a grantee (the “Owned Real Property”); (ii) leases for real property material to the Business, including mineral rights to which Seller is a party as lessee (each a “Lease” and collectively “Leases”); and (iii) rights of way, easements and other documents material to the Business granting use of real property or property rights (other than Mining Permits) to Seller ((i), (ii) and (iii) are collectively, the “Real Property”). For the avoidance of doubt, the Real Property shall not include any rights with respect to the real property listed and depicted on Schedule 3.14(a)(ii) (the “Excluded Real Property”). Schedule 3.14(a)(iii) depicts in a reasonably accurate manner the location and boundaries of all material Real Property. Seller has delivered or made available to Buyer complete and accurate copies of all of the instruments constituting Real Property. Seller has made available to Buyer all title insurance policies, title abstracts, maps and surveys material to the Real Property in the possession of Seller relating to such Real Property, provided however, Seller does not make any representation or warranty as to the accuracy, effectiveness, applicability or completeness of any such documents or any documents referenced within any such documents. Schedule 3.14(a)(i), Schedule 3.14(a)(ii) and Schedule 3.14(a)(iii) collectively describe all material real property and interests in real property, including coal and other mineral, water and surface rights, easements, rights of way and options, reasonably necessary to Seller’s Knowledge for the operation of the Business as currently conducted. Seller has good and marketable title to the fee simple interests to be conveyed as the Owned Real Property for its use as part of the Business as currently conducted, subject to applicable Permitted Liens and all matters set forth on the respective Deed for any such fee simple interests, provided, however, with respect to the foregoing representation, Seller makes such representation only as against the lawful claims of all persons claiming by, through or under Seller but not otherwise. Seller has not received any written notice of any intention to terminate, not renew or challenge the validity or enforceability of any Lease.
(b) Except as set forth on Schedule 3.14(b), Seller has not received any written notice from any lessor under any Lease stating that Seller is in default in any material respect under any such Lease.
(c) Except as set forth on Schedule 3.14(c):
(i) To Seller’s Knowledge, other than the rights of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Real Property or any portion thereof or interest therein that have been granted by map attached thereto Seller. There are no Contracts entered into by Seller and pursuant to which Seller is the Site grantor granting any Person the right to use or occupy any portion of the Real Property in a manner that materially adversely affects the operation of the Business.
(ii) Seller has not received any written notice from any party of any condemnation, expropriation or other Proceeding in eminent domain, pending or threatened, affecting any parcel of Real Property or any portion thereof or interest therein.
(iii) Seller has received no written notice that the current use and each other parcel occupancy of the Real Property and indicates the operation by Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) Business as being owned by such Sellercurrently conducted thereon violate any easement, free and clear of all Liens arising bycovenant, through condition, restriction or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law similar provision in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters instrument of Environmental Law record or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on other unrecorded agreement affecting such Real Property.
(civ) The structures, fixtures, buildings, improvements and equipment (including No written notice of any material increase in the Facilities) on assessed valuation of the Real Property are being transferred at the Closing AS-ISand no written notice of any contemplated special assessment has been received by Seller and, WHERE-ISto Seller’s Knowledge, WITH ALL FAULTS. There there is no condemnation, expropriation or similar proceeding pending or, threatened special assessment pertaining to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereonProperty, in each case that would be material.
(d) Schedule 1.1-A describes each Except for the Excluded Real Property, Seller does not own or lease any real property other than the Real Property with respect to the Business. To Seller’s Knowledge, since January 1, 2016, Seller has not received any written notice of violation or written claimed violation of any applicable building, zoning, subdivision and other land use or similar Law in connection with the use and operation of the Easement Facilities included Real Property.
(e) Seller has made available to Buyer information pertaining to drilling programs, geological data and core samples in its possession or under its control that pertain to the Shoal Creek Mine, and such information set forth in the reports is accurate and complete in all material respects. Seller has made available to Buyer reports as requested of the coal quality of the coal reserves of the Shoal Creek Mine. To Seller’s Knowledge, there are no facts or circumstances that would render any of such program information, data and studies inaccurate as of the date hereof and as of the Closing Date with respect to any facts or circumstances unique to the coal reserves that are a part of the Shoal Creek Mine.
(f) Seller has made reasonably available to Buyer true and complete copies of geological surveys and data, logs, test hole locations, monitoring well locations, reserve data, coal measurements, lithologic data, coal reserve calculations, mine plans, adjacent, above, below, and/or abandoned mines, equipment productivity and cost data, engineering studies, seismic records, shot points, field notes, interpretations and programs and all other seismic, technical, geological and geophysical information, data, reports and studies prepared by or on behalf of the Seller or within the Assets. All possession, custody or control of the Seller with respect to the Shoal Creek Mine to the extent such Easement Facilities are located either in (i) land owned materials may have been requested by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, Buyer in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSwriting.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Peabody Energy Corp)
Real Property. To Sellers' Knowledge, Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Sellers (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Sellers have delivered to the Buyers correct and indicates complete copies of the Seller or Leases. With respect to the Real Estate:
i. the Sellers owning each parcel have good and marketable title to all of the Owned Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, Estate free and clear of all Liens arising byliens, through charges, mortgages, security interests, easements, restrictions or under Sellersother encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real PropertyEstate Encumbrances");
ii. the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
iii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
iv. there are no disputes, oral agreements, or forbearance programs in effect as to any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance Lease;
v. none of the Owned Real Property therewith. Except for any applicable Permitted LienEstate and to the Sellers' Knowledge, no Real Property none of the properties subject to the Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect to such rights of first refusal;
vi. except for Permitted Real Property Estate Encumbrances, there are no (i) actual or, to the Sellers’ ' Knowledge, proposed special assessments with respect to any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding Estate; (ii) pending or, to the Sellers’ ' Knowledge, threatened against condemnation proceedings with respect to any of the Real Property Estate; (iii) structural or mechanical defects in any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within buildings or improvements located on the Assets. All such Easement Facilities are located either in Real Estate; (iiv) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no any pending or, to the Knowledge of the Sellers' Knowledge, threatened claims that (x) changed in any zoning laws or ordinances which may materially adversely affect any of the Existing Easements are Real Estate or Sellers' use thereof;
vii. the Sellers have not validassigned, transferred, conveyed, mortgaged, deeded in trust, or that encumbered any interest in the Leases or its rights thereunder;
viii. to the Sellers’ use ' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof isand have been operated and maintained in accordance with applicable laws, or the transfer thereof rules, and regulations; and
ix. to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7Sellers' Knowledge, the Sellers shall convey all owner of their right, each leased facility has good and marketable title and interest in and to the Existing Easements underlying parcel of real property, free and clear of all Liens arising byany Security Interest, through easement, covenant, or under other restriction, except for Permitted Real Estate Encumbrances and Sellers' leasehold interest in each Lease has priority over any other interest except for the Sellers, other than fee interest therein and Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a2.6(a) indicates sets forth a complete list of all Transferred Real Property owned by map attached thereto the Site Sellers (the "Transferred Owned Real Property") and each other parcel the name of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Propertyrecord owner thereof. Each such Seller is the owner of and has valid title With respect to each parcel of Transferred Owned Real Property, the identified Seller has good and marketable fee simple title to the parcel of Transferred Owned Real Property indicated on Schedule 4.4(a) as being owned by such SellerProperty, free and clear of all Liens arising byany Liens, through or under Sellers, other than except for Permitted Liens. With respect to each parcel of Transferred Owned Real Property, there are no outstanding options or rights of first refusal or other contractual rights to purchase, sell, assign or dispose of any of the Transferred Owned Real Property or any material portion thereof or material interest therein.
(b) The Schedule 2.6(b) sets forth a complete list of all leases and subleases of Transferred Real Property leased to the Sellers have not received written notice from any Governmental Entity that a portion (the "Transferred Leased Real Property"). Complete and correct copies of each of the leases for the Transferred Leased Real Property have been furnished to Purchaser. With respect to the Transferred Leased Real Property:
(i) the leases are in full force and effect and enforceable against the Sellers in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether such enforceability is sought in a proceeding at law or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise controlequity); provided, however, no representation is made in this Section 4.4(band
(ii) with respect to matters of Environmental Law or compliance neither of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property Sellers is subject to any written governmental decree or order specifically issued with respect to such Real Property (orand, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge knowledge of the Sellers, threatened claims that (xno other party to the leases listed on Schedule 2.6(b) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, in material breach or the transfer thereof default of any such lease and no event has occurred that, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder, to the Purchaser extent such default would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTShave a Business Material Adverse Effect.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Star Scientific Inc), Asset Purchase Agreement (North Atlantic Trading Co Inc)
Real Property. (a) Schedule 4.4(a3.9(a) indicates lists all real property owned by map attached thereto the Site and each other parcel Transferred Entities (the real property so listed, together with the Transferred Owned Real Property, the “Owned Real Property”). Except as set forth in Schedule 3.9(a), as of the date of this Agreement, with respect to each Owned Real Property and indicates the Property: (i) a Seller or the Sellers owning each parcel of the Transferred Entity, as applicable, holds fee simple title or its equivalent to such Owned Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising byEncumbrances, through or under Sellersexcept Permitted Encumbrances, (ii) other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion the right of the Real PropertyPurchaser pursuant to this Agreement, there are no outstanding options, rights of first offer or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating rights of first refusal to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to purchase such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Owned Real Property or any improvement thereon.
portion thereof or interest therein, (diii) Schedule 1.1-A describes each neither Sellers nor the Transferred Entities are a party to any agreement or option to purchase any real property or interest therein, (iv) to the Knowledge of Sellers, there is no material violation of any Law (including, without limitation, any building, planning or zoning law) relating to the Easement Facilities included within applicable Owned Real Property or the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers use, operation or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization maintenance of the applicable Governmental Entity. There Owned Real Property for the purpose of carrying on the Business presently conducted and none of the Owned Real Property, nor the use, operation or maintenance for the purpose of carrying on the Business as presently conducted encroaches on any property owned by any other Persons, (v) there are no condemnation proceedings, expropriation proceedings or eminent domain proceedings of any kind pending or, to the Knowledge of the Sellers, threatened claims that in writing against the Owned Real Property, (xvi) any no improvements on the Owned Real Property and none of the Existing Easements are not valid, or that the Sellers’ use current uses and conditions thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance violate in any material respect with applicable Law any deed restrictions or authorization other covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances and (vii) there are no written or, to the Knowledge of Sellers, oral agreements, contracts, leases, warranties or other documents affecting the Owned Real Property that will, from and after the Closing, in any way be binding upon the Purchaser, the Transferred Entities or the Owned Real Property and create any material monetary or other material obligations to be borne by the Sellers or the Purchaser which will result in any material Encumbrance or claim against the Sellers or the Purchaser or the Owned Real Property other than those entered into in the ordinary course of business for the operation and maintenance of the applicable Governmental Entity with jurisdiction over Owned Real Property. Except as set forth in Schedule 3.9(a), there is no real property owned by the Sellers and primarily used or held for use thereof. Subject in the Business that is not Owned Real Property.
(b) Schedule 3.9(b) lists all leases, subleases, licenses and other occupancy agreements of real property to Section 6.7the Transferred Entities (the agreements so listed, the “Real Property Leases”), and Sellers shall convey all have delivered or made available to Purchaser a true and complete copy of their righteach Real Property Lease. Except as otherwise indicated in Schedule 3.9(b), title as of the date of this Agreement: (i) each such Real Property Lease is in full force and interest in and effect, and, neither Sellers nor any Transferred Entity nor, to the Existing Easements free and clear Knowledge of all Liens arising by, through or under the Sellers, any other than Permitted Liens. The Easement Facilities party to any Real Property Lease is in material breach of or default thereunder, or has since January 1, 2011 given written notice of material breach, default or termination to any other party thereunder; (ii) to the Knowledge of Sellers, no condition exists which with notice or lapse of time or both would constitute a material breach by any Seller or Transferred Entity of or default by any Seller or Transferred Entity under any Real Property Lease; (iii) no Consent is required under any Real Property Lease in order to consummate the transactions contemplated hereby; (iv) there are being transferred AS-ISno Encumbrances on the estate or interest created by any such Real Property Leases; (v) no Real Property Lease has been assigned or subleased; and (vi) no Affiliate of the Sellers is the owner or lessor of any property leased, WHERE-IS, WITH ALL FAULTSsubleased or licensed pursuant to the Real Property Leases.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement (Federal-Mogul Holdings Corp), Stock and Asset Purchase Agreement (Federal Mogul Corp)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and A list of each other parcel of real property owned by the Bank (other than real property acquired in foreclosure or in lieu of foreclosure in the course of the collection of loans and being held by the Bank for disposition as required by law) is set forth in Schedule 4.19(a) under the heading “Owned Real Property” (such real property being herein referred to as the “Owned Real Property”). A list of each parcel of real property leased by the Bank is also set forth in Schedule 4.19(a) under the heading “Leased Real Property” (such real property being herein referred to as the “Leased Real Property”). Collectively, the Owned Real Property and indicates the Seller or Leased Real Property are herein referred to as the Sellers owning each parcel of the “Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.”
(b) The Sellers have not received written notice from There is no pending action involving the Bank as to the title of or the right to use any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structuresExcept as set forth in the Title Commitments to be delivered to Buyer in accordance with Section 12.4, fixturesthe Bank has good and marketable fee simple title to all Owned Real Property, buildingsfree and clear of all mortgages, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-ISpledges, WHERE-ISliens, WITH ALL FAULTS. There is no condemnationconditional sales agreements or other encumbrances of any kind or nature except for taxes, expropriation assessments or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereonother governmental charges not yet delinquent.
(d) Except as disclosed on Schedule 1.1-A describes each 4.19(d), the Bank does not have any interest in any real property other than as described above in Section 4.19(a) except interests as a mortgagee; provided that Schedule 4.19(d) sets forth a list of real property acquired by Bank in foreclosure or in lieu of foreclosure and being held for disposition as required by law.
(e) None of the Easement Facilities included within buildings, structures or improvements located on the Assets. All such Easement Facilities Owned Real Property are located either in (i) land owned the subject of any official complaint or notice by any governmental authority of violation of any applicable zoning ordinance or building code, and to the Sellers Seller’s Knowledge, there is no zoning ordinance, building code, use or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, occupancy restriction or (ii) the Existing Easements condemnation action or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no proceeding pending or, threatened, with respect to any such building, structure or improvement which will or could reasonably be expected to materially interfere with the Knowledge use of the Sellers, threatened claims that (x) any of the Existing Easements Owned Real Property. To the Seller’s Knowledge, the Owned Real Property is in generally good condition for its intended purpose, ordinary wear and tear excepted.
(f) The Bank has not caused or, to Seller’s Knowledge, allowed the use, generation, treatment, storage, disposal or release at any Real Property of any Toxic Substance, except in accordance in all respects with all applicable federal, state and local laws and regulations. “Toxic Substance” means any hazardous, toxic or dangerous substance, pollutant, waste, gas or material, including, without limitation, petroleum and petroleum products, metals, liquids, semi-solids or solids, that are not validregulated under any federal, state or that the Sellers’ use thereof islocal statute, ordinance, rule, regulation or the transfer thereof other law pertaining to the Purchaser would beenvironmental protection, contamination, quality, waste management or cleanup. To Seller’s Knowledge, there are no underground storage tanks located on, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSany Owned Real Property.
Appears in 2 contracts
Sources: Merger Agreement (Citizens Community Bancorp Inc.), Merger Agreement (Citizens Community Bancorp Inc.)
Real Property. The Company does not currently own, and has never owned, any real property. Section 3.15 of the Disclosure Schedule sets forth a complete list of all real property in which the Company currently has a leasehold or subleasehold interest or other right to use or occupy (the “Leased Real Property”), including a true and correct listing of the addresses thereof and a description of each Contract relating to Leased Real Property (each a “Lease” and collectively, the “Leases”). With respect to each Lease, (a) Schedule 4.4(a) indicates by map attached thereto the Site Company has a valid and enforceable leasehold or subleasehold interest in each other parcel of the Leased Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, any material Encumbrances other than Permitted Liens.
Encumbrances, (b) such Lease is legal, valid, binding and enforceable against the Company and in full force and effect and has not been modified except as provided therein, and the Company has the right of quiet enjoyment of all the Leased Real Property with respect to which it is a lessee for the full term of the related Lease (and any renewal option related thereto) relating thereto, (c) the Company is not in material breach or default under any of said Leases, and, to the Knowledge of Sellers, no event has occurred which, with notice or lapse of time or both (including the consummation of the Transactions), would constitute such breach or default or permit termination, modification or acceleration under such Lease, except to the extent as would not be material to the Company, and (d) true, complete and correct copies of all Leases have heretofore been delivered by the Company to Purchaser. The Sellers plants, facilities, buildings, structures, spur tracks, and other improvements located on the Leased Real Property, including the roofs, plumbing, heating, ventilation, air conditioning, electrical, drainage, sewers, utility supply, road, and irrigation systems are in good working order, free of material defects, damage or casualty loss, and in compliance with applicable Law (including zoning Laws, building codes, set back requirements, and other local ordinances) , except to the extent as would not be material to the Company. Said improvements are (i) all of the improvements reasonably required to permit the Business to be conducted following the Closing in all material respects as it is currently being conducted, (ii) in materially safe condition suitable for use in the operation of the Business, and (iii) in all material respects adequate and sufficient for the purposes for which they have historically been used, are currently used, are intended to be used, or held for use in the Business. The Company is not received written notice from obligated under any Governmental Entity that a outstanding Contract to offer, purchase, acquire, lease, license, sell, assign or dispose of, or to grant or create any Encumbrance on or affecting any material portion of any of the Leased Real Property in favor of any third party. Except as set forth in Section 3.15 of the Disclosure Schedule, no Person other than the Company has any right to use, lease, sublease, license, possess and/or occupy any material portion of the Leased Real PropertyProperty and there are no oral or written agreements between the Company and any other Person providing such Person the right to use, occupy or possess all or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters portion of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Leased Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental EntityProperty. There are no eminent domain proceedings, special assessments, administrative actions, or other taking by any Governmental Authority of any kind pending or, to the Knowledge of the Sellers, threatened claims that (x) any of against the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement whole or any Lien affecting the land covered by the Existing Easementmaterial part of any Leased Real Property, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear Knowledge of all Liens arising by, through or under the Sellers, no condemnation, taking, Applicable Law (including but not limited to zoning changes) or other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSmatter which may materially and adversely affect the current or planned use of the Leased Real Property is threatened or contemplated.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (ARC Group Worldwide, Inc.), Membership Interest Purchase Agreement
Real Property. Schedule 4.7 lists and describes briefly all real property leased or subleased to any PEARL Group Member. The PEARL Parties and the PEARL Group Members have delivered to the Purchaser correct and complete copies of the leases and subleases listed in Schedule 4.7, each as amended to date. With respect to each lease and sublease listed in Schedule 4.7, and any amendment thereto:
(a) Schedule 4.4(a) indicates by map attached thereto the Site lease or sublease, and each other parcel of the Real Property any amendment thereto, is legal, valid, binding, enforceable, and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of in full force and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.effect;
(b) The Sellers have not received written notice from any Governmental Entity that a portion the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on the same terms following the consummation of the Real Propertytransactions contemplated hereby, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights in general and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought;
(c) no party to the lease or sublease is in material Breach or default, and no event has occurred which, with notice or lapse of time, would constitute a materialBreach or default or permit termination, modification, or acceleration thereunder;
(d) no party to the lease or sublease has repudiated any building provision thereof;
(e) there are no material disputes, oral agreements, or improvement located thereon, currently violates any Law forbearance programs in any material respect, including those Laws relating effect as to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bthe lease or sublease;
(f) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lieneach sublease, no Real Property is subject PEARL Party or PEARL Group Member has taken any action that would cause the representations and warranties set forth in this Agreement to any written governmental decree be untrue or order specifically issued incorrect with respect to such Real Property the underlying lease;
(org) No PEARL Group Member has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(h) to the best of PEARL Parties' Knowledge, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration extent approval of any improvement located on Governmental Body has been required in connection with any PEARL Group Member's operation of a property it leases or subleases, such Real Property.PEARL Group Member has received all required approvals and has operated and maintained, and conducted its operations on, the leased or subleased properties in accordance with applicable laws, rules, and regulations; and
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization operation of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsaid facilities.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Epic Energy Resources, Inc.), Stock Purchase Agreement (Epic Energy Resources, Inc.)
Real Property. (aThe Association does not own any real property and has not executed and delivered or otherwise entered into any contract to purchase any real property. Paragraph 4(k) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property Sellers' Disclosure Letter lists and indicates describes briefly all real property leased or subleased to the Seller or Association. The Sellers have delivered to the Sellers owning each parcel Purchaser correct and complete copies of the Real Propertyleases and subleases listed in Paragraph 4(k) of the Sellers' Disclosure Letter (as amended to date). Each With respect to each lease and sublease listed in Paragraph 4(k) of the Sellers' Disclosure Letter, except as otherwise set forth in such Seller Paragraph 4(k) of the Sellers' Disclosure Letter:
(i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(ii) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(iii) the Association, and, to the best of Sellers' Knowledge, no other party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(iv) the Association, and, to the best of Sellers' Knowledge, no party to the lease or sublease has repudiated any provision thereof;
(v) to the best of Sellers' Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease;
(vi) with respect to each sublease, the representations and warranties set forth in subsections (i) through (v) above are true and correct with respect to the underlying lease;
(vii) the Association has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(viii) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(ix) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(x) to the best of Sellers' Knowledge, the owner of the facility leased or subleased has good and has valid marketable title to each the parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters except for installments of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are special easements not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.yet
Appears in 2 contracts
Sources: Stock Purchase Agreement (Response Oncology Inc), Stock Purchase Agreement (Seafield Capital Corp)
Real Property. (a) Schedule 4.4(aSection 5.09(a) indicates by map attached thereto the Site and each other parcel of the Real Property Disclosure Schedule contains an accurate and indicates the Seller or the Sellers owning each parcel complete description of the real property that the Company leases (the “Leased Real Property. Each such Seller is ”), in each case identifying the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17street address, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization term of the applicable Governmental Entitylease, (iii) name of the lessor or sublessor, and (iv) the monthly or annual lease payment, as applicable. There With respect to the Leased Real Property:
(i) there are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any Proceedings affecting the Leased Real Property or in which the Company is a party by reason of the Existing Easements are not validCompany’s leasing of the Leased Real Property (including Proceedings in condemnation, eminent domain, unlawful detainer, collections, alleged building code, zoning violations, or property damages alleged to exist at the Leased Real Property or by reason of the condition or use of the Leased Real Property), nor are there any Judgments in effect against the Company with respect to the lease or operation of the Leased Real Property;
(ii) the Company has not entered into any, and to the Knowledge of Sellers there are no, occupancy agreements, leases, subleases, licenses, easements, concessions, tenancies or other agreements of a similar nature, written or oral, or any amendments thereto (collectively, the “Leased Real Property Documents”), granting to any Persons (other than the Company or its Affiliates) the right of use or occupancy of all or any portion of the Leased Real Property;
(iii) to the Knowledge of Sellers, there are no outstanding options or rights of first refusal to purchase the Leased Real Property, or any portion thereof or interest therein, nor, except for recorded title exceptions, to the Knowledge of Sellers, are there any agreements or other restrictions (recorded or unrecorded) preventing or limiting the Company’s rights or ability to use the Leased Real Property or any portion thereof or interest therein;
(iv) the Company has not received any notification (in writing, or to the Knowledge of Sellers, otherwise) that the Sellers’ Company’s current use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way Leased Real Property is not in material compliance in any material respect with applicable building and zoning codes;
(v) to the Knowledge of Sellers, no violation of Applicable Law or authorization of any restrictive covenant exists with respect to the Leased Real Property;
(vi) to the Knowledge of Sellers, there are no material physical, structural or mechanical defects or deficiencies in the Leased Real Property;
(vii) to the Knowledge of Sellers, all of the applicable Governmental Entity landlords’ and tenants’ material obligations under the Leased Real Property Documents which accrued prior to the Execution Date have been performed and, to the Knowledge of Sellers, no claim, controversy, dispute, quarrel or disagreement exists between the Company and any owners or landlords of the Leased Real Property;
(viii) the Company is not obligated to pay any leasing fees or commissions, brokerage fees or commissions, finder’s fees or commissions to any Person with jurisdiction over respect to the use thereof. Subject Leased Real Property (including due to Section 6.7the exercise of an extension option or any other rights by the Company under the Leased Real Property Documents); and
(ix) the Company has not received written notice of, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free Knowledge of Sellers there does not exist, any ongoing or pending default on the part of the Company or the landlord thereunder pursuant to any lease concerning or related to the Leased Real Property.
(b) The Company does not own and clear of all Liens arising by, through has never owned any fee interest in or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSto any real property.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Laird Superfood, Inc.), Securities Purchase Agreement (Laird Superfood, Inc.)
Real Property. (ai) Schedule 4.4(aSeller does not own and has never owned any real property.
(ii) indicates by map attached thereto the Site Seller does not lease or sublease, and each other parcel has never leased or subleased, any real property.
(iii) Section 3(k)(iii) of the Real Property Disclosure Schedule lists and indicates describes briefly all real property used or occupied by Seller (the "Seller or the Sellers owning each parcel of the Real Property"). Each such Seller is the owner of and has valid title With respect to each parcel of the Seller Real Property indicated which is leased or subleased by Parent up to and including the date on Schedule 4.4(a) as being owned which the Acquired Assets are moved out of the Seller Real Property by such the Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.:
(bA) The Sellers have not received written notice from any Governmental Entity that a portion the lease or sublease is in writing and is legal, valid, binding, enforceable and in full force and effect;
(B) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(C) no party to the lease or sublease is in breach or default and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder;
(D) no party to the lease or sublease has repudiated any provision thereof;
(E) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease;
(F) Parent has the right to sublease the Seller Real PropertyProperty to Buyer without creating a breach of, default under, or right to accelerate, terminate, modify or cancel, or any building notice or improvement located thereonconsent obligation under, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bthe lease or sublease;
(G) with respect to matters of Environmental Law or compliance of each sublease, the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to such Real Property the underlying lease;
(orH) Neither Seller nor Parent has assigned, to transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Seller Real Property.;
(cI) The structures, fixtures, buildings, improvements and equipment all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the Facilities) on the Real Property are being transferred at the Closing AS-ISoperation thereof and have been operated and maintained in accordance with applicable laws, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.rules and regulations;
(dJ) Schedule 1.1-A describes each all facilities leased or subleased thereunder are supplied with utilities, an uninterruptible power source and other services necessary for the operation of the Easement Facilities included within the Assets. All such Easement Facilities are located either in said facilities;
(iK) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the SellersSeller, threatened claims that (x) any of the Existing Easements there are not valid, no environmental problems or that the Sellers’ use thereof is, conditions on or the transfer thereof relating to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Seller Real Property; and
Appears in 2 contracts
Sources: Asset Purchase Agreement (Euronet Worldwide Inc), Asset Purchase Agreement (Euronet Worldwide Inc)
Real Property. Section 2(h) of the Disclosure Schedule lists and describes briefly all real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyer correct and indicates complete copies of the Seller Leases. With respect to the Real Estate:
(i) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(ii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iii) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(iv) To the Sellers owning each parcel Seller's Knowledge, none of the properties is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(v) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Property. Each such Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (v) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vi) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (vii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof;
(vi) all buildings and improvements on the Real Estate are in good operating condition and repair, normal wear and tear excepted;
(vii) the Seller is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(ix) except as noted in Section 2(h) of the Disclosure Schedule, all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(x) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Real Estate Encumbrances;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (i) Neither the Company nor any Subsidiary owns any real property or interests in real property.
(ii) (S) 4(l)(ii) of the Disclosure Schedule lists and describes briefly all real property (a) Schedule 4.4(a) indicates by map attached thereto leased or subleased to the Site Company and each other parcel Subsidiary including without limitation, each of the Real Property leases or subleases covering the Company's office at ▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and indicates covering the Seller or the Sellers owning premises of each parcel of the Real Property. Each such Seller is Stores (collectively, the owner of "Store Leases"), and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) leased or subleased by the Company and any Subsidiary to third parties, including the Company's and each Subsidiary's franchisees and area developers. The Sellers have not received written notice from any Governmental Entity that a portion delivered to the Buyer correct and complete copies of the Real Property, or any building or improvement located thereon, currently violates any Law leases and the subleases listed in any material respect, including those Laws relating (S) 4(l)(ii) of the Disclosure Schedule (as amended to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with date). With respect to matters of Environmental Law or compliance each lease and sublease listed in (S) 4(l)(ii) of the Real Property therewith. Except for any applicable Permitted LienDisclosure Schedule:
(A) to the Knowledge of the Principal Sellers, no Real Property the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(B) subject to any written governmental decree or order specifically issued with respect to such Real Property the receipt of consents set forth in (or, to the Sellers’ Knowledge, any threatened or proposed orderS) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c4(l)(ii) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending orDisclosure Schedule, to the Knowledge of the Principal Sellers, threatened claims that (x) any the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the Existing Easements are transactions contemplated hereby, which transactions will not validviolate the terms thereof;
(C) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or that acceleration thereunder;
(D) no party to the Sellers’ use thereof islease or sublease has repudiated any provision thereof;
(E) there are no disputes, oral agreements, or the transfer thereof forbearance programs in effect as to the Purchaser would belease or sublease;
(F) with respect to each sublease, the representations and warranties set forth in violation subsections (A) through (E) above are true and correct with respect to the underlying lease;
(G) neither the Company nor any Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;
(H) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise operation thereof and have been operated and maintained in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect accordance with applicable Law laws, rules and regulations; and
(I) All facilities leased or authorization subleased thereunder are supplied with utilities and other services necessary for the operation of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsaid facilities.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Fields MRS Original Cookies Inc), Stock Purchase Agreement (Pretzel Time Inc)
Real Property. (a) Schedule 4.4(a3.10(a) indicates sets forth a complete and accurate list of all real property owned in fee by map attached thereto Sellers or their respective affiliates and used primarily in the Site and each other parcel business of the Newspaper (the “Owned Real Property”);
(b) Schedule 3.10(b) sets forth a complete and accurate list of all leasehold interests used primarily in the business of the Newspaper (the “Leased Real Property”). The Leased Real Property and indicates the Seller or Owned Real Property are collectively referred to as the Sellers owning each parcel of the “Real Property. Each such Seller is the owner of ”;
(c) Sellers hold good and has valid marketable fee title to each parcel of the Owned Real Property indicated disclosed on Schedule 4.4(a) as being owned by such Seller3.10(a), free and clear of all Liens any Liens, easements, rights-of-way, licenses, use restrictions, claims, charges, options, rights of first offer, rights of first refusal or title defects, except for Permitted Encumbrances of any nature whatsoever (as defined below). As used herein, the term “Permitted Encumbrances” means (i) liens for taxes not yet due and payable; (ii) liens for taxes which are being contested in good faith and by appropriate proceedings in the amount of which a reserve has been created on the Closing Date Balance Sheet; (iii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising byin the ordinary course of business or which are being contested in good faith and by appropriate proceedings in the amount of which a reserve has been created on the Closing Date Balance Sheet; or (iv) easements, through rights-of-way, encroachments, licenses, restrictions, conditions and other similar encumbrances incurred or under Sellerssuffered in the ordinary course of business and which do not materially interfere with the current use of the Owned Real Property or result in, other than Permitted Liens.or would not reasonably be expected to result in, a Material Adverse Effect;
(bd) The Sellers have not received written notice from any Governmental Entity that a portion valid and enforceable interest in each parcel of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Leased Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the disclosed in Schedule 3.10(b) as being leased by Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.; and
(ce) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation action or similar proceeding pending or, to the knowledge of Sellers’ Knowledge, threatened against in writing, by any governmental agency or authority for assessment or collection of the past-due taxes, impact fees or special assessments affecting any part of any Owned Real Property Property, and no condemnation or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no eminent domain proceeding is pending or, to the Knowledge knowledge of the Sellers, threatened claims that (x) in writing, against any part of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSOwned Real Property.
Appears in 2 contracts
Sources: Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (Champion Industries Inc)
Real Property. Section 2(g) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Sellers (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Sellers have delivered to the Buyer correct and indicates complete copies of the Seller or Leases. With respect to the Real Estate:
(i) the Sellers owning each parcel have good and marketable title to all of the Owned Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, Estate free and clear of all Liens arising byliens, through charges, mortgages, security interests, easements, restrictions or under Sellersother encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, other than occupancy or value or the marketability of title of the property and which are disclosed in Section 2(f) of the Disclosure Schedule (collectively, the "Permitted Liens.Real Estate Encumbrances");
(bii) The Sellers have not received written the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice from or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Governmental Entity that a portion Lease;
(v) none of the Owned Real PropertyEstate and to the Sellers' Knowledge, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance none of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property properties subject to the Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect to such rights of first refusal;
(vi) except for Permitted Real Property Estate Encumbrances, there are no (i) actual or, to the Sellers’ ' Knowledge, proposed special assessments with respect to any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding Estate; (ii) pending or, to the Sellers’ ' Knowledge, threatened against condemnation proceedings with respect to any of the Real Property or any improvement thereon.
Estate; (diii) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge Sellers' Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Sellers' Knowledge, threatened claims that changed in any zoning laws or ordinances which may affect any of the Real Estate or Sellers' use thereof;
(vii) all buildings and improvements on the Real Estate are in AS IS condition WHERE IS;
(viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(ix) to the Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) any all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of the Existing Easements are not valid, or that said facilities; and
(viii) to the Sellers’ use thereof is' Knowledge, or the transfer thereof owner of each leased facility has good and marketable title to the Purchaser would beunderlying parcel of real property, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising byany Security Interest, through easement, covenant, or under other restriction, except for Permitted Real Estate Encumbrances and Sellers' leasehold interest in each Lease has priority over any other interest except for the Sellers, other than fee interest therein and Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Real Estate Encumbrances;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Except as set forth on Schedule 4.4(a2.17(a), the Company or a Subsidiary owns fee simple absolute title to all owned real properties used in the conduct and operation of its respective business as set forth on Schedule 2.17(a) indicates by map attached thereto (the Site "Owned Real Estate"), and, to the Company's knowledge, the Company or a Subsidiary has a valid leasehold interest in all other real properties used in the conduct and each other parcel operation of its business as set forth on Schedule 2.17(a) (the "Leased Real Estate" and together with the Owned Real Estate, the "Real Estate"). Schedule 2.17(a) contains a true, correct and complete list of all the Real Property and indicates Estate, including the Seller or the Sellers owning each parcel name of the Real Property. Each such Seller is the owner of and has valid title to each parcel record of the Owned Real Property indicated on Schedule 4.4(a) Estate and the name of the lessee of the Leased Real Estate, an accurate street address, a brief description of the use of such Real Estate and the lease, sublease or other agreement for all Leased Real Estate. It is understood that certain of the Owned Real Estate may be in the name of former subsidiaries of the Company that no longer exist or may otherwise be in the name of a Person which is not the Company or a Subsidiary. Purchaser acknowledges and agrees that so long as being owned any such Owned Real Estate is transferred to the Company or any of its Subsidiaries prior to the Closing (unless such Owned Real Estate is otherwise designated as an Excluded Asset, in which case such transfer shall not be required), the ownership of such Real Estate by such Seller, free and clear of all Liens arising by, through or under Sellers, a Person other than Permitted Liensthe Company or any of its Subsidiaries shall not constitute a breach of the representations and warranties set forth in this Section 2.17.
(b) The Sellers have not received written notice from To the Company's knowledge, except as set forth on Schedule 2.17(b), all material components of all improvements included within any Governmental Entity that a portion of Real Estate (collectively, the Real Property"Improvements", or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) which term with respect to matters of Environmental Law or compliance of the Leased Real Property therewith. Except for Estate, shall specifically exclude any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration portion of any improvement located on such Real Propertythat is not leased to the Company or its Subsidiaries), including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein are adequate to conduct the business of the Company and its Subsidiaries as currently conducted.
(c) The structuresExcept as set forth on Schedule 2.17(c), fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, all material Permits required to have been issued to the Sellers’ KnowledgeCompany or any of its Subsidiaries to enable any Real Estate to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect. Except as set forth on Schedule 2.17(c), neither the Company nor any of its Subsidiaries has received any written notice of any pending, threatened against or contemplated condemnation proceeding affecting any of the Real Property Estate or any improvement thereonpart thereof or any proposed termination or impairment of any parking at any such owned or leased real property or of any sale or other disposition of any such Real Estate or any part thereof in lieu of condemnation.
(d) Except as set forth on Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in 2.17(d):
(i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the SellersCompany's knowledge, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof no Improvement fails to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance conform in any material respect with applicable Law ordinances, regulations, zoning laws and restrictive covenants nor encroaches upon real property of others, nor is any such Real Estate encroached upon by structures of others in any case in any manner that would have or authorization would be reasonably likely to have a Material Adverse Effect;
(ii) to the Company's knowledge, no charges or violations have been received by, made or threatened against the Company or any of its Subsidiaries, against or relating to any such Real Estate or Improvements or any of the operations conducted at any Real Estate, as a result of any violation or alleged violation of any applicable Governmental Entity ordinances, requirements, regulations, zoning laws or restrictive covenants or as a result of any encroachment on the property of others, where the effect of same would have or would be reasonably likely to have a Material Adverse Effect;
(iii) other than pursuant to applicable laws, rules, regulations or ordinances, or pursuant to any leases or subleases of Leased Real Estate, or pursuant to any mortgages, deeds of trust or other security instruments listed on Schedule 2.17(d) affecting any Real Estate, covenants that run with jurisdiction over the land or provisions in any agreement listed on Schedule 2.17(d), to the Company's knowledge, there exists no restriction on the use, transfer or mortgaging of any Real Estate;
(iv) to the Company's knowledge, the Company and each of its Subsidiaries have adequate permanent rights of ingress to and egress from any such property used by it for the operations conducted thereon; and
(v) to the knowledge of the Company, except as may otherwise be provided in Schedule 2.17(d), there are no developments specifically related to any of the Real Estate or interests of the Company or its Subsidiaries therein, or the use or operation thereof. Subject , pending or threatened that might reasonably be expected to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTShave a Material Adverse Effect.
Appears in 2 contracts
Sources: Investment Agreement (Icahn Carl C Et Al), Investment Agreement (Philip Services Corp/De)
Real Property. (aSection 2(i) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property Disclosure Schedule lists and indicates describes briefly all real property leased or subleased to the Seller. Section 2(i) of the Disclosure Schedule also identifies the leased or subleased properties for which title insurance policies are to be procured in accordance with Section 4(i) below. The Seller has delivered to the Buyer correct and complete copies of the leases and subleases listed in of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in Section 2(i) of the Disclosure Schedule:
(i) the lease or sublease is and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(ii) no party to the lease or sublease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(iii) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease;
(iv) with respect to each sublease, the representations and warranties set forth in subsections (i) through (iii) above are true and correct with respect to the underlying lease;
(v) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Sellers owning each parcel leasehold or subleasehold;
(vi) to the Seller's Knowledge, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the Real Property. Each such Seller is operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(vii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(viii) to the Seller's Knowledge, the owner of the facility leased or subleased has good and has valid marketable title to each the parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respectexcept for recorded easements, including those Laws relating to zoningcovenants, building, land and other restrictions that do not impair the current use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17occupancy, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof isvalue, or the transfer thereof to the Purchaser would bemarketability of title, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSproperty subject thereto.
Appears in 2 contracts
Sources: Program Service and Time Brokerage Agreement (Cumulus Media Inc), Program Service and Time Brokerage Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel Set forth on SCHEDULE 4.28 is a list of the Real Property and indicates the Seller or the Sellers owning addresses of each parcel of real property owned by or leased to Borrower, as indicated on the Real PropertySchedule.
(b) Borrower has delivered to the Lender true and correct copies of all of its leases or subleases and all related amendments, supplements and modifications and related documents (the "Scheduled Lease Documents"), which require payments or contingent payments by Borrower subsequent to the date hereof in excess of Twenty-Five Thousand Dollars ($25,000). Each There are no other agreements, written or oral, between Borrower and any third parties claiming an interest in Borrower's interest in the Scheduled Leases or otherwise relating to Borrower's use and occupancy of any leased real property. All such Seller leases are valid and binding obligations of the parties thereto, are in full force and effect and enforceable against the parties thereto in accordance with their terms; and no event has occurred including, but not limited to, the executed, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby which (whether with or without notice, lapse of time or both) would constitute a default thereunder. No property leased under any lease which the Lender has agreed to assume is subject to any lien, encumbrance, easement, right-of-way, building or use restriction, exception, variance, reservation or limitation as might in any respect interfere with or impair the owner present and continued use thereof in the usual and normal conduct of Borrower's business.
(c) On the Loan Date, Borrower will hold of record good, marketable and has valid insurable title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, property described in SCHEDULE 4.28 free and clear of all Liens title defects, liens, pledges, claims, charges, rights of first refusal, security interests or other encumbrances and not, in the case of the real property, subject to any rights-of-way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever, except with respect to all such properties, (i) matters set forth in SCHEDULE 4.28, and (ii) liens for current taxes and assessments not in default (collectively, the "Permitted Encumbrances"). Notwithstanding the foregoing, Borrower's representations and warranties regarding title defects with respect to the real property is limited to defects arising by, through or under SellersBorrower, other than Permitted Liens.
but not otherwise. Borrower has adequate title insurance coverage for such properties. All real property and structures owned or leased by Borrower, and all equipment owned or leased by Borrower, are in good operating condition and repair (b) The Sellers have ordinary wear and tear excepted), taking into account their respective ages and consistent with their past uses, and are adequate for the uses to which they are being put. Except as set forth on SCHEDULE 4.28, to Borrower's best knowledge, the buildings and improvements owned or leased by Borrower are structurally sound. Borrower has not received written any notice from of any Governmental Entity violation of any building, zoning or other law, ordinance or regulation in respect of such property or structures or their use by Borrower. To Borrower's best knowledge, there is no existing, proposed or contemplated plan to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that a portion would result in the taking of all or any part of the Real Property, real property or that would materially adversely affect the current or planned use of the real property or any building part thereof. The facilities consisting of owned personal property are subject to no liens or improvement located thereonencumbrances except the security interests of record set forth on SCHEDULE 4.28, currently violates any Law which Schedule is a copy of a Uniform Commercial Code ("UCC") search duly obtained by Borrower in any material respect, including those Laws the last thirty (30) days and which search shows security interests of record relating to zoningsuch facilities in the State of California. Borrower agrees to remove all security interests reflected on such UCC search, buildingif any, land use, health prior to the Agreement Date (except those approved by the Lender in writing) and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for remove any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued other security interests filed with respect to such Real Property (or, to facilities between the Sellers’ Knowledge, any threatened or proposed order) requiring date of such UCC search and the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any date of the Real Property or any improvement thereonAgreement Date.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 2 contracts
Sources: Convertible Loan Agreement (Caminosoft Corp), Convertible Loan Agreement (Caminosoft Corp)
Real Property. The Company does not own any real property. The real property described on Schedule 2.14 (atogether with all improvements and fixtures thereon and all easements, rights of way and other appurtenances thereto, the "Real Property") Schedule 4.4(a) indicates constitutes all real property leased by map attached thereto the Site Company. The Company has delivered to Purchaser true and each other parcel correct copies of all certificates of occupancy and building permits in the possession of the Real Property and indicates Company for the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement improvements located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-ISdescribed on Schedule 2.14. Except as set forth on Schedule 2.14, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, with respect to the Sellers’ Knowledge, threatened against any of leased premises constituting the Real Property or any improvement thereon.Property:
(da) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There there are no pending or, to the Knowledge knowledge of the SellersCompany, threatened claims that condemnation or expropriation proceedings, lawsuits or administrative actions relating to the premises or other legal matters affecting adversely the current use, occupancy or value thereof;
(xb) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties (other than the Company) the right of use or occupancy of any portion of the premises or any other interest therein;
(c) there are no parties in possession of the premises, other than tenants under any leases or subleases disclosed on Schedule 2.14, who are in possession of space to which they are entitled;
(d) there are no material improvements necessary to use the premises for their intended purpose; and
(e) neither the execution and delivery of the Transaction Documents nor the issuance of the Convertible Preferred Stock, the Purchaser Warrants, the Conversion Shares or Exercise Shares, nor the consummation or performance of any of the Existing Easements are not validContemplated Transactions, has constituted or that resulted in or will constitute or result in a Contravention of or a trigger of any "change of control" or other right of any Person under or require any consent, waiver, release or approval under or with respect to any term or provision of any of the Sellers’ use thereof isleases, subleases, licenses, concessions or the transfer thereof other agreements, written or oral, relating to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Property.
Appears in 2 contracts
Sources: Restructuring Agreement (Aquis Communications Group Inc), Restructuring Agreement (Finova Capital Corp)
Real Property. (ai) Schedule 4.4(a) indicates Except in any such case as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, with respect to the real property owned by map attached thereto the Site and each other parcel of Company or its Subsidiaries (the Real Property and indicates the Seller or the Sellers owning each parcel of the “Owned Real Property. Each such Seller is ”), (A) the owner Company or one of its Subsidiaries, as applicable, has good and has valid marketable title to each parcel of the Owned Real Property indicated on Schedule 4.4(a) as being owned by such SellerProperty, free and clear of all Liens arising byany Encumbrance, through and (B) there are no outstanding options or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion rights of first refusal to purchase the Owned Real Property, or any building portion thereof or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Propertyinterest therein.
(cii) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, With respect to the Sellers’ Knowledgereal property leased or subleased to the Company or its Subsidiaries (the “Leased Real Property”), threatened against (A) the lease or sublease for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, and (B) no third party has repudiated or has the right to terminate or repudiate such lease or sublease (except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease or sublease) or any provision thereof, except in each case, for such invalidity, failures to be binding, unenforceability, ineffectiveness, breaches, defaults, terminations, modifications, accelerations, repudiations and rights to terminate or repudiate that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(iii) For purposes of this Section 5.1(k) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset except for (A) specified encumbrances described in Section 5.1(k)(iii) of the Company Disclosure Letter; (B) encumbrances for current Taxes or other governmental charges not yet due and payable; (C) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business consistent with past practice relating to obligations as to which there is no default on the part of Company, or the validity or amount of which is being contested in good faith by appropriate proceedings; and (D) other encumbrances that do not, individually or in the aggregate, materially impair the continued use, operation, value or marketability of the specific parcel of Owned Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each Leased Real Property to which they relate or the conduct of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization business of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title Company and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSits Subsidiaries as presently conducted.
Appears in 2 contracts
Sources: Merger Agreement (SBC Communications Inc), Merger Agreement (At&t Corp)
Real Property. (aThe Seller owns no real property. Section 2(i) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property Disclosure Schedule lists and indicates describes briefly all real property leased or subleased to the Seller. Section 2(i) of the Disclosure Schedule also identifies the leased or subleased properties for which title insurance policies are to be procured in accordance with Section 4(i) below. The Seller has delivered to the Buyer correct and complete copies of the leases and subleases listed in of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in Section 2(i) of the Disclosure Schedule:
(i) the lease or sublease is and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(ii) no party to the lease or sublease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(iii) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease;
(iv) with respect to each sublease, the representations and warranties set forth in subsections (i) through (iii) above are true and correct with respect to the underlying lease;
(v) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Sellers owning each parcel leasehold or subleasehold;
(vi) to the Seller's Knowledge, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the Real Property. Each such Seller is operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(vii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and
(viii) to the Seller's Knowledge, the owner of the facility leased or subleased has good and has valid marketable title to each the parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respectexcept for recorded easements, including those Laws relating to zoningcovenants, building, land and other restrictions impair the current use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17occupancy, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof isvalue, or the transfer thereof to the Purchaser would bemarketability of title, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSproperty subject thereto.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel The Company owns all of the Real Property and indicates real property (the Seller or the Sellers owning each parcel of the "Owned Real Property. Each such Seller is the owner of ") or leases and has a good and valid title to and enforceable leasehold interest in all the real property (the "Leased Real Property") described in Schedule 3.6, in each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, case free and clear of all liens, except for Permitted Liens arising byand as stated in Schedule 3.6, through and Schedule 3.6 sets forth the address of each parcel of Owned Real Property and Leased Real Property. Seller has made available to Buyers a true, accurate, and complete list of all leases, subleases, licenses, easements, rights of way, waivers of mineral owners, mineral deeds, and all (i) waivers of either surface or under Sellerssubsurface interests or both, other than Permitted Liens.
(bii) The Sellers have not received written notice from any Governmental Entity that a portion pipeline easements and rights-of-way, and (iii) access agreements, and all similar material agreements used by the Company in the conduct of the Business (collectively, the "Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with Property Agreements"). With respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in Agreements: (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant each Real Property Agreement is in full force and effect according to Section 6.17, or its terms; (ii) the Existing Easements Company is not in material default or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending orbreach and, to the Knowledge of Seller, no other party thereto is in material default or breach under any Real Property Agreement; (iii) there are no material claims affecting any such Real Property Agreement, and, to the SellersKnowledge of Seller, threatened claims that no party has given written notice to the Company of such party's intent to terminate any Real Property Agreement; (xiv) to the Knowledge of Seller, no event has occurred which, with or without the giving of notice or lapse of time, is reasonably likely to result in a violation or breach of, or give any Person the right to exercise any remedy under, or cancel, terminate, or modify, any Real Property Agreement; (v) except as provided in Schedule 3.6, no Real Property Agreement requires any Third-Party Approval in connection with the execution and delivery of this Agreement or the consummation of the Existing Easements are not validtransactions contemplated hereby; (vi) as of the Closing Date, all rents, royalties, shut-in royalties, and other payments then due and payable by the Company under any Real Property Agreement have been paid in full through the Closing Date or that reflected in Schedule 3.6; and (vii) the Sellers’ use thereof isCompany has made available to Buyers true and correct copies of all of the Real Property Agreements. The Company's interest in the Real Property Agreements and, or the transfer thereof to the Purchaser would beCompany's Knowledge, in violation of the terms of such Existing Easement or any Lien affecting real property interests which are the land covered by the Existing Easement, or that the Sellers are otherwise in default subject thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements are free and clear of all Liens arising byliens except as stated in Schedule 3.6, through created or under existing pursuant to the Real Property Agreements. Since January I, 2020, the Company has not received any written notice that there has been any material violation of any building, zoning, or other Law in respect of such buildings, structures, and other improvements with respect to the Real Property. There are no pending, or, to Seller's Knowledge, threatened, condemnation proceedings with respect to the Real Property. To Sellers' Knowledge, other than Permitted Liensthere are no environmental hazards, contaminants, or violations of environmental laws affecting the Owned Real Property or Leased Real Property that would materially impair the Business. The Easement Facilities Owned Real Property, the Leased Real Property, and any property otherwise subject to a Real Property Agreement, in each case, identified in Schedule 3.6, comprise all of the real property interests (whether leased, owned, or permitted pursuant to a Real Property Agreement) of the Company used in or intended to be used in, or otherwise related to the conduct of the Business as of the Closing. To Sellers' Knowledge, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof included in the Leased Real Property and the Owned Real Property are being transferred AS-ISin good condition and repair in all material respects, WHERE-ISfree of any structural deficiencies or latent defects, WITH ALL FAULTSand sufficient for the operation of the Business as it is conducted of the Closing.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Stewards, Inc.), Membership Interest Purchase Agreement (Favo Capital, Inc.)
Real Property. (a) Schedule 4.4(a5.11(a) indicates by map attached thereto the Site hereto contains a true and each other parcel complete list and description of all of the Seller Real Property and indicates the Seller or the Sellers owning each parcel including four (4) of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted LiensConsignment Leased Stores.
(b) The Sellers have not received written notice from any Governmental Entity that Schedule 5.11(b) hereto contains a portion true and complete list and description of all of the Affiliate Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, Property including those Laws relating to zoning, building, land use, health one (1) Consignment Leased Store.
(c) Schedule 5.11(c) hereto contains a true and safety, fire, air, sanitation complete list and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters description of Environmental Law or compliance all of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Third Party Real Property.
(cd) The structuresReal Property includes all land, fixtureseasements, rights of way, buildings, structures and other improvements used by the Seller in the conduct of the related Stores and equipment (including the Facilities) on Consignment Leased Stores and the Business, as it is currently being conducted. To the Seller's Knowledge, all components of all buildings, structures and other improvements included within the Real Property are being transferred currently in good working order and repair and adequate for the Seller to operate the Business at those locations, ordinary wear and tear excepted.
(e) Except as set forth on Schedule 5.11(e), neither the Closing AS-ISSeller, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending orany Affiliate nor, to the Sellers’ Seller's Knowledge, threatened against any owner of Third Party Real Property owns, holds or is obligated under or a party to any option, right of first refusal or other contractual right to acquire or sell any of the Real Property or any improvement thereoninterest therein.
(df) Schedule 1.1-A describes each To Seller's Knowledge, no portion of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance Real Property encroaches in any material respect with applicable Law or authorization upon any property belonging to any other Person, and no portion of any other Person's property encroaches in any material respect upon any of the applicable Real Property.
(g) Except as set forth on Schedule 5.11(g), to the Seller's Knowledge, with respect to the Real Property, there have not occurred (i) any pending or threatened condemnation proceedings, (ii) any pending or threatened Actions or (iii) any other matter materially and adversely affecting the value thereof.
(h) To the Seller's Knowledge, all maps and surveys heretofore delivered by the Seller to the Purchaser are true and complete copies of such documents.
(i) Except as set forth on Schedule 5.11(i), no parcel of the Real Property is located in a special flood hazard area designated by a Governmental Entity with jurisdiction over Authority.
(j) Each of the use thereof. Subject to Section 6.7Seller, the Sellers shall convey Affiliates and, to Seller's Knowledge, the owners of Third Party Real Property, has paid, and will continue to pay through Closing, all taxes, assessments, charges, fees, levies and impositions owing by each or any of their right, title them and interest in and not yet past due with respect to the Existing Easements free Real Property. Except as set forth on Schedule 5.11(j), each of the parcels of Real Property is assessed for real estate tax purposes as a wholly independent tax lot, separate from any adjoining land or improvements not owned by Seller, an Affiliate or owner of Third Party Real Property, as the case may be, and clear constituting a part of all Liens arising bysuch parcel. Except as set forth on Schedule 5.11(j), through to the Seller's Knowledge, there is no actual or under pending imposition of any assessments or public betterments, and, no improvements have been constructed or planned which would be paid for by means of assessments upon the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Property.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Pantry Inc), Asset Purchase Agreement (Pantry Inc)
Real Property. (a) Schedule 4.4(a5.11(a) indicates by map attached thereto the Site hereto contains a true and each other parcel complete list and description of all of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that Schedule 5.11(b) hereto contains a portion true and complete list and description of all of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Affiliate Real Property.
(c) Schedule 5.11(c) hereto contains a true and complete list and description of all of the Seller Designate Real Property.
(d) Schedule 5.11(d) hereto contains a true and complete list and description of all of the Third Party Real Property.
(e) The structuresReal Property includes all land, fixtureseasements, rights of way, access to public streets or roads, buildings, structures and other improvements (except as otherwise provided in this Agreement) used by the Seller in the conduct of the related Stores and equipment the Business as it is currently being conducted.
(including f) Except as set forth on Schedule 5.11(f), neither the Facilities) on the Real Property are being transferred at the Closing AS-ISSeller, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending orany Affiliate nor, to the Sellers’ Seller’s Knowledge, threatened against any Seller’s Designate or Third Party owns, holds or is obligated under or a party to any option, right of first refusal or other contractual right to acquire or sell any of the Real Property or any improvement thereoninterest therein which will survive the First Closing with respect to the Affiliate Real Property and the Third Party Real Property, or the Second Closing with respect to the Seller Designate Real Property.
(dg) Except as set forth on Schedule 1.1-A describes each of 5.11(g), with respect to the Easement Facilities included within Real Property, to the Assets. All such Easement Facilities Seller’s Knowledge, there are located either in not (i) land owned by the Sellers any pending or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17threatened condemnation proceedings, or (ii) any pending or threatened Actions or (iii) any other matter materially and adversely affecting the Existing Easements value thereof other than those matters that are Permitted Liens or public rights-of-way pursuant are subject to Law or authorization the provisions of Section 7.7, 7.8 and/or 11.3.
(h) Each of the applicable Governmental EntitySeller, the Affiliates and, to Seller’s Knowledge, the Third Parties and Seller’s Designates, has paid, and will continue to pay through the First Closing, all taxes, assessments, charges, fees, levies and impositions which are due and payable and owing by each or any of them with respect to the Real Property. There are no pending orExcept as set forth on Schedule 5.11(h), to the Knowledge Seller’s Knowledge, there is no actual or pending imposition of any assessments or public betterments, and, no improvements have been constructed or planned which would be paid for by means of assessments upon the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Property.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Pantry Inc)
Real Property. Section 2(h) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyer correct and indicates complete copies of the Leases. With respect to the Real Estate:
(i) the Seller or the Sellers owning each parcel will have as of Closing good title to all of the Owned Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, Estate free and clear of all Liens arising byliens, through charges, mortgages, security interests, easements, restrictions or under Sellersother encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, other than occupancy or value or the marketability of title of the property and which are disclosed in Section 2(h) of the Disclosure Schedule (collectively, the "Permitted Liens.Real Estate Encumbrances");
(bii) The Sellers have not received written the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice from or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Governmental Entity that a portion Lease;
(v) none of the Owned Real PropertyEstate and to the Seller's Knowledge, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance none of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property properties subject to the Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration rights of any improvement located on such Real Property.first refusal;
(cvi) The structures, fixtures, buildings, all buildings and improvements and equipment (including the Facilities) on the Real Property Estate are being transferred at sold in "as is" condition without warranty of their condition or habitability;
(vii) the Closing AS-ISSeller has not assigned, WHERE-IStransferred, WITH ALL FAULTS. There is no condemnationconveyed, expropriation mortgaged, deeded in trust, or similar proceeding pending or, encumbered any interest in the Leases or its rights thereunder; and
(viii) to the Sellers’ Seller's Knowledge, threatened against any of all facilities on the Real Property or any improvement thereon.
Estate have received all approvals of governmental authorities (dincluding licenses, permits and zoning approvals) Schedule 1.1-A describes each of required in connection with the Easement Facilities included within the Assets. All such Easement Facilities are located either operation thereof and have been operated and maintained in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect accordance with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7laws, the Sellers shall convey all of their rightrules, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSregulations.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyer correct and indicates complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the Sellers owning each parcel marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Property. Each such Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changes in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real Estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Seller is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(ix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(viii) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Real Estate Encumbrances;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(aExcept as disclosed in ------------- Section 6.4.5(a) indicates by map attached thereto the Site and each other parcel of the Real Property Vail Banks Disclosure Memorandum, Vail Banks and indicates WestStar have good and marketable title to the Seller or real property reflected in the Sellers owning each parcel Vail Banks 1997 Financial Statements (the "Realty"), and the titles to the Realty are covered by title insurance policies providing coverage in the amount of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liensoriginal purchase price.
(b) The Sellers have not received written notice from any Governmental Entity that a portion Except as set forth in Section 6.4.5(b) of the Real PropertyVail Banks Disclosure Memorandum, the interests of Vail Banks or any building or improvement located thereon, currently violates any Law WestStar in any material respect, including those Laws relating to zoning, building, land use, health the Realty and safety, fire, air, sanitation in and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance under each of the Real Property therewith. Except Leases are free and clear of any and all liens and encumbrances except for any applicable Permitted Lienliens for current taxes not yet due, no Real Property is and are subject to any written governmental decree or order specifically issued with respect to such Real Property (no present claim, contest, dispute, action or, to the Sellers’ Knowledgeknowledge of Management, any threatened action at law or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Propertyin equity.
(c) The structurespresent and past use and operations of, fixturesand improvements upon, buildingsthe Realty and all real properties leased by Vail Banks and WestStar (the "Leased Properties") are in compliance with all applicable building, improvements fire, zoning and equipment (other applicable laws, ordinances and regulations, including the Facilities) on the Real Property are being transferred at the Closing AS-ISAmericans with Disabilities Act, WHERE-ISand with all deed restrictions of record, WITH ALL FAULTS. There is no condemnationnotice of any violation or alleged violation thereof has been received, expropriation or similar proceeding pending or, and to the Sellers’ Knowledgeknowledge of Management, threatened against any of there are no proposed changes therein that would affect the Real Property Realty, the Leased Properties or any improvement thereontheir uses.
(d) Schedule 1.1-A describes each Management is not aware of any proposed or pending change in the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17zoning of, or (ii) the Existing Easements of any proposed or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending orcondemnation proceeding with respect to, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, Realty or the transfer thereof to Leased Properties which may adversely affect the Purchaser would beRealty or the Leased Properties or the current or currently contemplated use thereof.
(e) The buildings and structures owned, leased or used by Vail Banks and WestStar are, taken as a whole, in violation good operating order (except for ordinary wear and tear), usable in the ordinary course of business, and are sufficient and adequate to carry on the terms businesses and affairs of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title Vail Banks and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSWestStar as presently conducted.
Appears in 2 contracts
Sources: Merger Agreement (Vail Banks Inc), Merger Agreement (Vail Banks Inc)
Real Property. (a) Schedule 4.4(aSection 3.12(a) indicates by map attached thereto the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning Disclosure Schedule lists each parcel of real property owned by the ▇▇▇▇▇▇ Entities, except the Retained Real Property, identified by its street address for the US and Canadian properties, other than the undeveloped parcels of land for which no street addresses are available (the “Owned Real Property”). Each such Seller is the owner of and has valid title to each parcel The ▇▇▇▇▇▇ Entities own all of the Owned Real Property indicated on Schedule 4.4(a) as being owned by such Sellerwith good and valid title, free and clear of all Liens arising by, through or under SellersEncumbrances, other than Permitted LiensEncumbrances.
(b) The Sellers Section 3.12(b) of the Disclosure Schedule lists the street address of each parcel of real property leased, subleased, or licensed by any ▇▇▇▇▇▇ Entity which has an annual lease, sublease or license rate in excess of $500,000 (the “Leased Real Property”) and there is no oral or other non-written agreement for the lease, sublease or license of real property by any ▇▇▇▇▇▇ Entity for a charge in excess of $500,000 annually. Assuming good fee title vested in the applicable landlord, each ▇▇▇▇▇▇ Entity has a valid, binding and, to Seller’s Knowledge, enforceable leasehold interest in the Leased Real Property of which such ▇▇▇▇▇▇ Entity is the lessee, sublessee or licensee, free and clear of all Encumbrances, except Permitted Encumbrances, and none of the ▇▇▇▇▇▇ Entities have not received written notice from that they are in breach of or default under any such lease, sublease or license, and, to Seller’s Knowledge, no event has occurred which, with notice, lapse of time or both, would constitute a material breach or default by any ▇▇▇▇▇▇ Entity or permit termination, modification or acceleration by any Person thereunder.
(c) Except as set forth in Section 3.12(c) of the Disclosure Schedule, none of the ▇▇▇▇▇▇ Entities have leased any Owned Real Property, Leased Real Property or any portion thereof and, to Seller’s Knowledge, there are no outstanding purchase options, rights of first offer or rights of first refusal granted to any Person to purchase or lease such Owned Real Property, Leased Real Property or any portion thereof or interest therein.
(d) Except as set forth in Section 3.12(d) of the Disclosure Schedule, no written notice of any current or future condemnation, requisition, expropriation or taking by any Governmental Entity that a Authority has been received with respect to the whole or any material portion of the Owned Real PropertyProperty or the Leased Real Property and to Seller’s Knowledge, no condemnation, requisition, expropriation or taking by any Governmental Authority of the whole or any building material portion of the Owned Real Property or improvement located thereonthe Leased Real Property is threatened or contemplated.
(e) To the Seller’s Knowledge, currently violates any Law the Owned Real Property and Leased Real Property are in any material respectcompliance with all applicable building, including those Laws relating to zoning, building, land usesubdivision, health and safety, fireother land use and all other related Laws, airexcept where the failure or omission to so comply would not, sanitation and noise control; providedindividually or in the aggregate, howeverbe material to the ▇▇▇▇▇▇ Entities, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lientaken as a whole, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (orand, to the Sellers’ Seller’s Knowledge, any threatened or proposed order) requiring the repair, removal or alteration current use and occupancy of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Owned Real Property are being transferred at and the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Leased Real Property or do not materially violate any improvement thereonsuch Laws.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Dow Chemical Co /De/), Stock Purchase Agreement (Rohm & Haas Co)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto Sellers own good and indefeasible fee simple and/or good and valid leasehold title, as the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of case may be, to the Real Property, subject to the Permitted Encumbrances. Each such Seller is the owner of and has valid title to each parcel of the The Real Property indicated on Schedule 4.4(a) as being owned by such Seller, will be conveyed to Buyers free and clear of any and all Liens arising byexcept (i) any lien for taxes not yet due and payable, through (ii) any lease obligations under the Contracts assumed by Buyers, (iii) easements, restrictions and other matters of record, so long as such matters do not, collectively or under individually, materially interfere with the operations of the Hospital in a manner consistent with the current use by Sellers, (iv) zoning regulations and other than Permitted Liens.
governmental laws, rules, regulations, codes, orders and directives affecting the Real Property, (bv) The Sellers have not received written notice from any Governmental Entity unrecorded easements, discrepancies, boundary line disputes, overlaps, encroachments and other matters that a portion would be revealed by an accurate survey or inspection of the Real Property, so long as such matters do not, collectively or individually, materially interfere with the operations of the Hospital in a manner consistent with the current use by Sellers, (vi) any building encumbrances or improvement located thereondefects that do not materially interfere with the operations of the Hospital and other Facilities in a manner consistent with the current use by Sellers, currently violates (vii) any Law in any material respectLiens arising under the Contracts assumed by B▇▇▇▇▇, including those Laws relating to zoning(viii) the matters described on Schedule 3.10, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b(ix) with respect to matters of Environmental Law or compliance of the Leased Real Property, any encumbrances which encumber the fee interest in such property (collectively, the “Permitted Encumbrances”). With respect to the Real Property therewith. Property:
(a) Except for as set forth in Schedule 3.10(a), no Seller has received during the past three (3) years written notice from any Government Entity of a material violation of any applicable Permitted Lienordinance or other law, no Real Property is subject to any written governmental decree order or order specifically issued regulation with respect to such the Owned Real Property Property, which violation has not been corrected;
(orb) Except as set forth in Schedule 3.10(b), to the knowledge of Sellers’ Knowledge, any threatened the Owned Real Property and its operation are in material compliance with all applicable zoning ordinances or proposed order) requiring the repair, removal is considered legally non-conforming or alteration of any improvement located on such Real Property.“grandfathered” thereunder;
(c) The structuresExcept for the Permitted Encumbrances, fixtures, buildings, improvements and equipment (including the Facilities) on there are no tenants or other Persons or entities occupying any space in the Real Property are being transferred at the Closing AS-ISProperty, WHERE-ISother than pursuant to tenant leases described in Schedule 3.10(c), WITH ALL FAULTS. There and no tenants have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any nature is no condemnationowed by Sellers to any tenant pursuant to such tenant leases, expropriation or similar proceeding pending ornor is any landlord improvement work required to be completed by Sellers pursuant to such tenant leases, to the Sellers’ Knowledgein each case, threatened against any of the Real Property or any improvement thereon.except as disclosed in Schedule 3.10(c);
(d) Attached to Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in 3.10(d) is a “rent roll” which sets forth for those leases where a Seller is landlord (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or names of then current tenants; (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization rental payments for the then current month under each of the applicable Governmental Entity. There are leases; and (iii) the security deposits held by Sellers for each tenant listed on the rent roll;
(e) Except as set forth on Schedule 3.10(e), no pending orSeller has received during the past five (5) years any written notice from any Government Entity of any (i) existing, proposed or contemplated plans to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the Knowledge taking of any material portion of the SellersOwned Real Property or that would materially and adversely affect the current use of any part of the Owned Real Property, (ii) public improvements that are required to be made and which have not heretofore been assessed against the Owned Real Property, or (iii) pending or threatened claims that (x) special, general or other assessments against or affecting any of the Existing Easements are Owned Real Property (other than municipal or county-wide assessments in the ordinary course) which have not validheretofore been assessed;
(f) Except as set forth on Schedule 3.10(f), or that the to Sellers’ knowledge, all permanent certificates of occupancy and all other material licenses, permits, authorizations, consents, certificates and approvals required by all Governmental Entities having jurisdiction for the current use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms Owned Real Property by Sellers have been issued for the Owned Real Property, have been paid for and are in full force and effect (excluding any licenses, permits, authorizations, consents, certifications and approvals which are required to operate the businesses owned or operated by Sellers);
(g) Schedule 3.10(g) sets forth an accurate and complete list of such Existing Easement all written and oral leases, subleases, licenses or other rental agreements that grant or will grant to any Lien affecting the land covered by the Existing EasementSeller as lessee, sublessee or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and licensee thereunder a possessory interest in and to any space in the Existing Easements free Leased Real Property necessary for the operation of the Facilities as currently conducted, including any ground leases and clear any leases for parking (collectively, the “Operating Leases”). Sellers have delivered or otherwise made available to Buyers materially complete, correct and current copies of all Liens arising byOperating Leases. Except as set forth on Schedule 3.10(g), through there are no Seller Guaranties with respect to the Operating Leases and the Operating Leases are assignable by the applicable Seller to the applicable Buyer, subject to obtaining any required consents to such assignment. The Operating Leases have not been modified, amended or under the assigned by Sellers, except as set forth on Schedule 3.10(g), are legally valid, binding and enforceable against the applicable Seller and, to Sellers’ knowledge, all other than Permitted Liensparties thereto in accordance with their respective terms and are in full force and effect. Except as set forth on Schedule 3.10(g), there are no material defaults by Sellers or, to Sellers’ knowledge, any other party under any of the Operating Leases, and, to the knowledge of Sellers, no event has occurred which with the giving of notice or passage of time, or both, would constitute a material default under any of the Operating Leases;
(h) Except as set forth on Schedule 3.10(h), no Seller is a party to or subject to any Tax abatement or payment-in-lieu of taxes agreement relating to the Owned Real Property nor are there any outstanding waivers or agreements extending the statute of limitations for any period with respect to any Tax to which the Owned Real Property may be subject following the Closing; and
(i) The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Property comprises all of the real property owned or leased or otherwise used or occupied by Sellers that is associated with or employed in the operation of the Facilities.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Community Health Systems Inc), Asset Purchase Agreement (Community Health Systems Inc)
Real Property. (a) Schedule 4.4(a) indicates by map The attached thereto the Site and each other parcel of the Real Property Schedule (a) sets forth the address and indicates the Seller or the Sellers owning description of each parcel of real property owned by the Real Issuer or any of its Subsidiaries (the "Owned Property"). Each such Seller is the owner of The Issuer or its applicable Subsidiary has good and has valid marketable fee simple title in and to each parcel of the Owned Property with a fair market value in excess of $250,000, subject to no liens, encroachments, encumbrances, claims, leases, rights of possession or other defects in title (collectively, "Encumbrance" ), except (i) as disclosed on the Latest Balance Sheet, (ii) Liens for Taxes not yet due and payable or as disclosed in the Issuer SEC Reports, (iii) covenants, conditions and restrictions of record and minor title defects none of which individually or collectively could reasonably be expected to interfere with Issuer's business as presently conducted or as planned to be conducted and (iv) for Permitted Liens or as described on Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens(a).
(b) The Sellers have not received written notice from attached Real Property Schedule (b) sets forth a list of all leases, subleases and other occupancy agreements providing for annual payments in excess of $50,000, including all amendments, extensions and other modifications thereto (the "Leases") for real property (the "Leased Property"; and collectively with the Owned Property, the "Real Property") to which the Issuer or any Governmental Entity that of its Subsidiaries is a portion party. To the best of their respective knowledge, the Issuer or its applicable Subsidiary has a good and valid leasehold interest in and to all of the Real Leased Property, subject to no Encumbrances except for Permitted Liens or as described on such Schedule. Each Lease is in full force and effect and is enforceable in accordance with its terms in all material respects. To the knowledge of the Issuer, there exists no default or condition which with the giving of notice, the passage of time or both could become a default under any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of Lease. Except as described on the Real Property therewith. Except for any applicable Permitted LienSchedule (b), no Real Property consent, waiver, approval or authorization is subject to required from the landlord under any written governmental decree Lease as a result of the execution of this Agreement or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring consummation of the repair, removal or alteration of any improvement located on such Real Propertytransactions contemplated hereby.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at constitutes all of the Closing AS-ISreal property owned, WHERE-ISleased, WITH ALL FAULTS. There occupied or otherwise utilized in connection with the business of the Issuer and its Subsidiaries which is no condemnation, expropriation or similar proceeding pending or, material to the Sellers’ Knowledgeconduct of the business of the Issuer and its Subsidiaries. To the knowledge of the Issuer, threatened against other than the Issuer, its Subsidiaries and the landlords under the Leases, there are no parties in possession or parties having any current or future right to occupy any of the Real Property which are material to the conduct of the business of the Issuer and its Subsidiaries. The Real Property and all plants, buildings and improvements located thereon conform in all material respects to all applicable building, zoning and other laws, ordinances, rules and regulations. All permits, licenses and other approvals necessary to the current occupancy and use of the Real Property which are material to the conduct of the business of the Issuer and its Subsidiaries have been obtained, are in full force and effect and have not been violated in any material respect. To the knowledge of the Issuer or any improvement thereon.
(d) Schedule 1.1-A describes each of its Subsidiaries, there exists no violation of any covenant, condition, restriction, easement, agreement or order affecting any portion of the Easement Facilities included within Real Property which is material to the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization conduct of the applicable Governmental Entitybusiness of the Issuer and its Subsidiaries. There are is no pending or, to the Knowledge knowledge of the SellersIssuer, any threatened claims that (x) condemnation proceeding affecting any portion of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof Real Property which is material to the Purchaser would be, in violation conduct of the terms business of such Existing Easement the Issuer and its Subsidiaries. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Property or any Lien affecting the land covered by the Existing Easement, portion thereof or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTStherein.
Appears in 2 contracts
Sources: Securities Purchase Agreement (United Shipping & Technology Inc), Securities Purchase Agreement (United Shipping & Technology Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Sellers (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Sellers has delivered to the Buyers correct and indicates complete copies of the Seller or Leases. With respect to the Real Estate, except as set forth in Section 2(i) of the Disclosure Schedule:
i. the Sellers owning each parcel has good and marketable title to all of the Owned Real Property. Each such Seller is Estate which, at Closing, with the owner of and has valid title to each parcel exception of the Real Property indicated on Schedule 4.4(aStations' studios and the KLXX (AM) as being owned transmitter site to be retained by such Seller, will be delivered to Buyers free and clear of all Liens arising byliens, through charges, mortgages, security interests, easements, restrictions or under Sellersother encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion occupancy or value or the marketability of title of the property and which is disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real PropertyEstate Encumbrances");
ii. to Seller's Knowledge, the Leases is and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
iii. to Seller's Knowledge, no party to any Lease is in Material breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a Material breach or default thereunder or permit termination, modification, or acceleration thereunder;
iv. to Seller's Knowledge, there is no Material disputes or oral agreements, or any building or improvement located thereon, currently violates forbearance programs in effect as to any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance Lease;
v. none of the Owned Real Property therewith. Except for any applicable Permitted LienEstate and to the Seller's Knowledge, no Real Property none of the properties subject to the Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued rights of first refusal;
vi. except for Permitted Real Estate Encumbrances, to Seller's Knowledge, there is no (i) actual or proposed special assessments with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or Estate; (ii) the Existing Easements pending or public rights-of-way pursuant threatened condemnation proceedings with respect to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate that would prevent their continued use in the manner in which they is presently used; or (iv) any pending or threatened change in any zoning laws or ordinances which may Materially adversely affect any of the Real Estate or Seller's use thereof; and
vii. the Sellers has not validassigned, transferred, conveyed, mortgaged, deeded in trust, or that encumbered any interest in the Sellers’ use thereof is, Leases or the transfer thereof its rights thereunder;
viii. to the Purchaser would beSeller's Knowledge, all facilities on the Real Estate has received all Material approvals of governmental authorities (including Material licenses, permits and zoning approvals) required in violation of connection with the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise operation thereof and has been operated and maintained in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect Material accordance with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7laws, the Sellers shall convey all of their rightrules, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSregulations.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted LiensThe Company does not own any real property.
(b) SCHEDULE 3.15(b) lists and describes briefly all real property leased or subleased to the Company. The Sellers have not received written notice from any Governmental Entity that a portion Company has delivered to Parent correct and complete copies of the Real Property, or any building or improvement located thereon, currently violates any Law leases and subleases listed in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with SCHEDULE 3.15(b). With respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.each lease and sublease listed in SCHEDULE 3.15(b):
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers lease or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17sublease is legal, or valid, binding, enforceable and in full force and effect in all material respects; THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(ii) the Existing Easements lease or public rights-of-way pursuant sublease will continue to Law or authorization be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the applicable Governmental Entity. There transactions contemplated hereby;
(iii) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification of a material term or condition, or acceleration thereunder, except as disclosed in SCHEDULE 3.15(b);
(iv) no party to the lease or sublease has repudiated any provision thereof;
(v) there are no pending ordisputes, oral agreements or forbearance programs in effect as to the Knowledge lease or sublease;
(vi) The Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;
(vii) all facilities leased or subleased thereunder have received all approvals of Governmental Entities (including licenses and permits) required in connection with the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use operation thereof is, or the transfer thereof to the Purchaser would be, and have been operated and maintained in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect accordance with applicable Law Laws; and
(viii) all facilities leased or authorization subleased thereunder are supplied with utilities and other services necessary for the operation of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsaid facilities.
Appears in 2 contracts
Sources: Merger Agreement (Daou Systems Inc), Merger Agreement (Daou Systems Inc)
Real Property. (a) Schedule 4.4(a4.6 contains a true, correct and complete list of all real property owned or leased by Parent (the “Parent Real Property”). Merger Sub does not own or lease any real property.
(b) indicates by map attached thereto the Site and each other parcel of the No lease with respect to any leased Parent Real Property and indicates no deed with respect to any owned Parent Real Property contains any restrictive covenant that materially restricts the Seller current or the Sellers owning each parcel anticipated use, transferability or value of the such Parent Real Property. Each such Seller lease is the owner of a legal, valid and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) binding obligation enforceable in accordance with its terms (except as being owned may be limited by such Sellerbankruptcy, free and clear of all Liens arising byinsolvency, through or under Sellersmoratorium, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation reorganization or similar proceeding pending orlaws affecting the rights of creditors generally and the availability of equitable remedies), to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either and is in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There full force and effect; there are no pending existing material defaults by Parent or, to the Knowledge of Parent, the Sellersother party thereunder, threatened claims and, to the Knowledge of Parent, there are no allegations or assertions of such by any party under such agreement or any events that with notice lapse of time or the happening or occurrence of any other event would constitute a material default thereunder.
(xc) any To the Knowledge of Parent, none of the Existing Easements are not validbuildings and structures located on any Parent Real Property, nor any appurtenances thereto or that equipment therein, nor the Sellers’ use thereof is, operation or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default maintenance thereof, or (y) use of such public rights-of-way is not in compliance violates in any material respect with applicable Law manner any restrictive covenants or authorization encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Parent Real Property, except for those violations and encroachments that in the aggregate could not reasonably be expected to cause a Material Adverse Effect on Parent. No condemnation proceeding is pending or, to Parent’s Knowledge, threatened that would preclude or materially impair the use of any Parent Real Property in the manner in which it is currently being used.
(d) Parent has good and marketable title to, or a valid and enforceable leasehold interest in, all Parent Real Property and all improvements thereon, and all personal and intangible properties reflected in Parent’s unaudited balance sheet dated as of March 31, 2006 or acquired subsequent thereto, subject to no liens, mortgages, security interests, encumbrances or charges of any kind except (i) as noted in the Parent Interim Financial Statements, (ii) statutory liens not yet delinquent, (iii) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held, and (iv) all matters of record, including, without limitation, survey exceptions, reciprocal easement agreements and other encumbrances on title to real property, and all special exceptions included in title insurance policies or title opinions issued to Parent, and (iv) those assets and properties disposed of for fair market value in the ordinary course of business since the date of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSParent Interim Financial Statements.
Appears in 2 contracts
Sources: Merger Agreement (Green Bancorp, Inc.), Merger Agreement (Green Bancorp, Inc.)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyer correct and indicates complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements and other matters of record which do not impair the current use, occupancy or value or the Sellers owning each parcel marketability of title of the property collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) with respect to the Leases, Seller is not (and to the Seller's Knowledge, no other party to any such Lease is) in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Property. Each such Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) material structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened change in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real Estate are in good operating condition and repair in all material respects, normal wear and tear excepted;
(viii) the Seller is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(ix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) except as set forth in Section 2(i) of the Disclosure Schedule, all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(xi) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Real Estate Encumbrances;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyer correct and indicates complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the Sellers owning each parcel marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Property. Each such Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Seller is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(ix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(viii) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Real Estate Encumbrances;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyers correct and indicates complete copies of the Leases. With respect to the Real Estate:
i. the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the Sellers owning each parcel marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
ii. the Leases are and, immediately following the Closing will be, legal, valid, binding, enforceable, and in full force and effect;
iii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
iv. there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
v. none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
vi. except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real PropertyEstate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changes in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
vii. Each such the Seller is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
viii. to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
ix. to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a5.11(a) indicates sets forth a list of all real property or any interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) currently owned, or ever owned, by map attached thereto the Site Buyer, in each case setting forth the street address and legal description of each other parcel property covered thereby (the “Owned Premises”).
(b) Schedule 5.11(b) sets forth a list of all leases, licenses or similar agreements relating to the Buyer’s use or occupancy of real estate owned by a third Party (“Leases”), true and correct copies of which have previously been furnished to Buyer, in each case setting forth (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Real Property Leases, and indicates (ii) the Seller street address and legal description of each property covered thereby (the “Leased Premises”). The Leases and all guaranties with respect thereto, are in full force and effect and have not been amended in writing or otherwise, and no Party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the Sellers owning each parcel giving of notice or both, would cause a material breach of or default under any of such Leases. Neither the Real Property. Each such Seller is the owner Buyer nor its agents or employees have received written notice of and has valid title any claimed abatements, offsets, defenses or other bases for relief or adjustment.
(c) With respect to each parcel of Owned Premises and Leased Premises, as applicable: (i) the Real Property indicated on Schedule 4.4(a) as being owned by such SellerBuyer has good, marketable and insurable free simple interest in the Owned Premises and a valid leasehold interest in the Leased Premises, free and clear of all Liens arising byany Liens, through encumbrances, covenants and easements or under Sellers, other than Permitted Liens.
(b) The Sellers title defects that have not received written notice from any Governmental Entity that a portion had or could have an adverse effect on the Buyer’s use and occupancy of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health Owned Premises and safety, fire, air, sanitation and noise controlthe Leased Premises; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization portions of the applicable Governmental Entity. There buildings located on the Owned Premises and the Leased Premises that are no pending orused in the business of the Buyer are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Buyer’s current and reasonably anticipated normal business activities as conducted thereon and, to the Knowledge of the SellersBuyer, threatened claims that there is no latent material defect in the improvements on any Owned Premises, structural elements thereof, the mechanical systems (xincluding, without limitation, all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing each Owned Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement; (iii) each of the Owned Premises and the Leased Premises
(a) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current transportation requirements of the business presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current normal business activities conducted at such parcel; and (iv) the Buyer has not received notice of (a) any condemnation, eminent domain or similar proceeding affecting any portion of the Owned Premises or the Leased Premises or any access thereto, and, to the Knowledge of the Buyer, no such proceedings are contemplated, (b) any special assessment or pending improvement liens to be made by any governmental authority which may affect any of the Existing Easements are not valid, or that the Sellers’ use thereof is, Owned Premises or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereofLeased Premises, or (yc) use any violations of such public rights-of-way is not in compliance in any material building codes and/or zoning ordinances or other governmental regulations with respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through Owned Premises or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSLeased Premises.
Appears in 2 contracts
Sources: Stock Exchange Agreement (Solar Thin Films, Inc.), Stock Exchange Agreement (Solar Thin Films, Inc.)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel The Company owns all of the Real Property and indicates real property (the Seller or the Sellers owning each parcel of the "Owned Real Property. Each such Seller is the owner of ") or leases and has a good and valid title to and enforceable leasehold interest in all the real property (the "Leased Real Property") described in Schedule 3.6, in each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, case free and clear of all liens, except for Permitted Liens arising byand as stated in Schedule 3.6, through and Schedule 3.6 sets forth the address of each parcel of Owned Real Property and Leased Real Property. Seller has made available to Buyers a true, accurate, and complete list of all leases, subleases, licenses, easements, rights of way, waivers ofmineral owners, mineral deeds, and all (i) waivers of either surface or under Sellerssubsurface interests or both, other than Permitted Liens.
(bii) The Sellers have not received written notice from any Governmental Entity that a portion pipeline easements and rights-of-way, and (iii) access agreements, and all similar material agreements used by the Company in the conduct of the Business (collectively, the "Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with Property Agreements"). With respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in Agreements: (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant each Real Property Agreement is in full force and effect according to Section 6.17, or its terms; (ii) the Existing Easements Company is not in material default or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending orbreach and, to the Knowledge of Seller, no other party thereto is in material default or breach under any Real Property Agreement; (iii) there are no material claims affecting any such Real Property Agreement, and, to the SellersKnowledge of Seller, threatened claims that no party has given written notice to the Company of such party's intent to terminate any Real Property Agreement; (xiv) to the Knowledge of Seller, no event has occurred which, with or without the giving of notice or lapse of time, is reasonably likely to result in a violation or breach of, or give any Person the right to exercise any remedy under, or cancel, terminate, or modify, any Real Property Agreement; (v) except as provided in Schedule 3.6, no Real Property Agreement requires any Third-Party Approval in connection with the execution and delivery of this Agreement or the consummation of the Existing Easements are not validtransactions contemplated hereby; (vi) as of the Closing Date, all rents, royalties, shut-in royalties, and other payments then due and payable by the Company under any Real Property Agreement have been paid in full through the Closing Date or that reflected in Schedule 3.6; and (vii) the Sellers’ use thereof isCompany has made available to Buyers true and correct copies of all of the Real Property Agreements. The Company's interest in the Real Property Agreements and, or the transfer thereof to the Purchaser would beCompany's Knowledge, in violation of the terms of such Existing Easement or any Lien affecting real property interests which are the land covered by the Existing Easement, or that the Sellers are otherwise in default subject thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements are free and clear of all Liens arising byliens except as stated in Schedule 3.6, through created or under existing pursuant to the Real Property Agreements. Since January 1, 2020, the Company has not received any written notice that there has been any material violation of any building, zoning, or other Law in respect of such buildings, structures, and other improvements with respect to the Real Property. There are no pending, or, to Seller's Knowledge, threatened, condemnation proceedings with respect to the Real Property. To Sellers' Knowledge, other than Permitted Liensthere are no environmental hazards, contaminants, or violations of environmental laws affecting the Owned Real Property or Leased Real Property that would materially impair the Business. The Easement Facilities Owned Real Property, the Leased Real Property, and any property otherwise subject to a Real Property Agreement, in each case, identified in Schedule 3.6, comprise all of the real property interests (whether leased, owned, or permitted pursuant to a Real Property Agreement) of the Company used in or intended to be used in, or otherwise related to the conduct of the Business as of the Closing. To Sellers' Knowledge, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof included in the Leased Real Property and the Owned Real Property are being transferred AS-ISin good condition and repair in all material respects, WHERE-ISfree of any structural deficiencies or latent defects, WITH ALL FAULTSand sufficient for the operation of the Business as it is conducted of the Closing.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Stewards, Inc.), Membership Interest Purchase Agreement (Favo Capital, Inc.)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyers correct and indicates complete copies of the Leases. With respect to the Real Estate relating to the Stations:
(i) the Seller has title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the Sellers owning each parcel marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable against Seller, and in full force and effect;
(iii) to Sellers' Knowledge, no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) to Seller's Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Property. Each such Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; or (iii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
(vii) the Seller is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations in all material respects; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel 2.15.1. Section 2.15.1 of the Real Property Disclosure Schedule contains a true and indicates the Seller or the Sellers owning correct list of (i) each parcel of real property owned (the "Owned Real Property. Each such Seller is ") by the owner of and has valid title to Company, (ii) each parcel of real property leased or subleased or otherwise occupied by the Company as tenant or subtenant (the "Leased Real Property"; together with the Owned Real Property, the "Real Property") together with a true and correct list of all such leases, subleases or other similar agreements and any amendments, modifications or extensions thereto (the "Real Property indicated on Schedule 4.4(aLeases"), and (iii) as being owned by such Sellerall Liens relating to or affecting any parcel of Real Property, in each case identifying the owner, lessor and lessee thereof.
2.15.2. The Company has good and marketable title to its Owned Real Property, free and clear of all Liens arising by, through or under SellersLiens, other than Permitted Liensas specifically listed in Section 2.15.2 of the Disclosure Schedule.
(b) The Sellers have not received written notice from any Governmental Entity that 2.15.3. Subject to the terms of its leases, the Company has a portion valid and subsisting leasehold estate in and the right to quiet enjoyment to the Leased Real Property for the full term of the lease thereof. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company and of each other Person that is a party thereto, and except as set forth in Section 2.15.3 of the Disclosure Schedule, there is no, and neither the Equityholders nor the Company, have knowledge of any, or has received any, notice of any uncured default (or any condition or event which, after notice or lapse of time or both, would constitute a default) thereunder. The Company has not assigned, sublet, transferred, hypothecated or otherwise disposed of its interest in any Real Property Lease. No penalties are accrued and unpaid under any Real Property Lease.
2.15.4. The Equityholders shall deliver to Purchaser upon the execution of this Agreement true and complete copies of all (i) title policies, mortgages, deeds of trust, deeds, leases, easements, restrictive covenants, certificates of occupancy, and similar documents, and all amendments thereto concerning the Owned Real Property, or any building or improvement located thereonand (ii) Real Property Leases and, currently violates any Law to the extent reasonably available, all other documents referred to in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in clause (i) of this Section 4.4(b) paragraph with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Leased Real Property.
(c) The structures2.15.5. Except as disclosed in Section 2.15.5 of the Disclosure Schedule, fixtures, buildings, the improvements and equipment (including the Facilities) on the Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are presently being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending orused and, to the Sellers’ Knowledgeknowledge of each of the Equityholders and of the Company, there are no condemnation or appropriation proceedings pending or threatened against Real Property or the improvements thereon.
2.15.6. Neither the Equityholders nor the Company has any knowledge of any claim, action or proceeding, actual or threatened, against the Company, the Real Property by any Person which would materially affect the future use, occupancy or value of the Real Property or any improvement thereonpart thereof.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 2 contracts
Sources: Merger Agreement (Headwaters Inc), Merger Agreement (Headwaters Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto Neither the Site and each Company nor any other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted LiensCompany Party owns any fee interest in any real property.
(b) The Sellers have not received written notice from Schedule 3.25 sets forth a true, correct and complete list of all real property leases, subleases or licenses pursuant to which the Company or any Governmental Entity that of its Subsidiaries is a portion lessor, lessee, sublessor, sublessee, licensor or licensee of real property, in each case as amended through the date hereof, which list includes the street address, the identity of the Real Propertylessors, lessees, sublessors, sublessees, licensors or licensees, the term thereof (referencing applicable extension or renewal periods), the rent payment terms and the current use. At the Purchaser’s request, the Company shall deliver to the Purchaser true, correct and complete copies of each such lease, sublease or license. The real property interests described or listed on Schedule 3.25 constitute all of the leasehold interests in real property leased or otherwise held for use by the Company and its Subsidiaries. With respect to each such lease, sublease and license, except as set forth on Schedule 3.25:
(i) such lease, sublease and license is legal, valid, binding and enforceable against the parties thereto and is in full force and effect;
(ii) no party thereto is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or any building acceleration thereunder;
(iii) there are no disputes, oral agreements or improvement located thereon, currently violates any Law forbearance programs in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject effect as to any written governmental decree such lease, sublease or order specifically issued with respect to such Real Property license; and
(oriv) neither the Company nor any of its Subsidiaries has assigned, to the Sellers’ Knowledgetransferred, conveyed, mortgaged, deeded in trust or encumbered any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Propertyinterest therein.
(c) The structuresNo Consent of any party to any lease, fixturessublease or license is required in connection with the execution, buildingsdelivery or performance of this Agreement, improvements and equipment (the Notes or the other Investment Document, including the Facilities) on amendment, restatement and issuance of the Real Property are being transferred at Securities, and the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against exercise of any remedies under any of the Real Property Collateral Documents, and no such event shall be prohibited by, or shall constitute a default under, any improvement thereonsuch lease, sublease or license.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are parking lots located either in (i) land owned on any real property leased by the Sellers Company or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements its Subsidiaries are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7Applicable Law, the Sellers shall convey all of their rightincluding zoning requirements, title and interest in are adequate for its employees and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSbusiness operations.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp), Securities Purchase Agreement (Overhill Farms Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto PCC has made available to Buyer all deeds, leases, bills of sale, documents of title, abstracts, surveys, plats and maps in the Site and each other parcel possession of the Real Property and indicates the Seller Asset Sale Companies or the Sellers owning each parcel of their Affiliates that relate to the Real Property. Each such Seller is With respect to the owner of and has valid Real Property:
(i) the Asset Sale Companies have marketable title to each parcel of the owned Real Property, taken as a whole, and the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, is free and clear of all Liens arising by, through or under Sellers, any Lien (other than Permitted Liens.);
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There there are no pending or, to the Knowledge of the SellersPCC, threatened claims condemnation proceedings, lawsuits, or administrative actions relating to the Real Property;
(iii) the legal description for the parcels contained in the deed thereof describes such parcel fully and adequately, and the buildings and improvements are located within the boundary lines of the described parcels of land;
(iv) none of the Asset Sale Companies have been notified that any buildings or improvements located on the Real Property are in violation of applicable zoning laws and ordinances; and
(xv) there are no outstanding options or rights of first refusal to purchase the parcel of Real Property, or any portion thereof or interest therein.
(b) Schedule 1.57 identifies the coal leases, coal subleases and surface leases that comprise a portion of the Real Property. PCC has made available to Buyer all coal leases, coal subleases and surface leases listed on Schedule 1.57. With respect to each such lease and sublease:
(i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(ii) except for the consents set forth on Schedule 3.7(c) that are required to be obtained and the notices given, the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to above);
(iii) no Asset Sale Company nor, to the Knowledge of PCC, any other party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(iv) no Asset Sale Company nor, to the Knowledge of PCC, any other party to the lease or sublease has repudiated any provision thereof; and
(v) none of the Asset Sale Companies has assigned, transferred, conveyed or subjected to a Lien any interest in the leasehold or subleasehold, other than those created pursuant to the terms of that lease or sublease.
(c) There is not any third party adverse claim to any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the SellersReal Property, other than Permitted Liens, and, to the Knowledge of PCC, no party is in wrongful possession of any parcel of the Real Property.
(d) PCC has made available to Buyer geological data, reserve data, mine maps, core hole logs and associated data, coal measurements, coal samples, lithologic data, coal reserve calculations or reports, washability analyses or reports, mine plans, mining permit applications and supporting data, engineering studies and all other information, maps, reports and data, if any, in the possession of the Asset Sale Companies and relating to or affecting the Real Property, including the coal reserves, coal ownership, coal leases to the Asset Sale Companies, coal leases from the Asset Sale Companies to third parties, mining conditions, mines, and mining plans, if any, of the Asset Sale Companies as prepared and utilized by the Asset Sale Companies in any Mining Activities (collectively, the "Mining Data"). NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BUYER ACCEPTS THE ASSET SALE COMPANIES' COAL RESERVES IN OR UNDER THE REAL PROPERTY, AS IS, WHERE IS, TOGETHER WITH THE MINING DATA, FREE OF ANY WARRANTY (EXPRESS OR IMPLIED) WITH REGARD TO THE MINEABILITY, WASHABILITY, RECOVERABILITY, VOLUME, OR QUANTITY OR QUALITY OF ANY COAL RESERVE. The Easement Facilities coal reserves mined by the Asset Sale Companies (whether such reserves are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSowned or leased by the Asset Sale Companies) are not subject to any mining rights of any other Person.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Pittston Co), Asset Purchase Agreement (Alpha Natural Resources, Inc.)
Real Property. (a) Schedule 4.4(a4.11(a) indicates sets forth a list of all real property or any interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) currently owned, or ever owned, by map attached thereto the Site Company, in each case setting forth the street address and legal description of each other parcel property covered thereby (the “Owned Premises”).
(b) Schedule 4.11(b) sets forth a list of all leases, licenses or similar agreements relating to the Company’s use or occupancy of real estate owned by a third Party (“Leases”), true and correct copies of which have previously been furnished to Buyer, in each case setting forth (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Real Property Leases, and indicates (ii) the Seller street address and legal description of each property covered thereby (the “Leased Premises”). The Leases and all guaranties with respect thereto, are in full force and effect and have not been amended in writing or otherwise, and no Party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the Sellers owning each parcel giving of notice or both, would cause a material breach of or default under any of such Leases. Neither the Real Property. Each such Seller is the owner Company nor its agents or employees have received written notice of and has valid title any claimed abatements, offsets, defenses or other bases for relief or adjustment.
(c) With respect to each parcel of Owned Premises and Leased Premises, as applicable: (i) the Real Property indicated on Schedule 4.4(a) as being owned by such SellerCompany has good, marketable and insurable fee simple interest in the Owned Premises and a valid leasehold interest in the Leased Premises, free and clear of all Liens arising byany Liens, through encumbrances, covenants and easements or under Sellers, other than Permitted Liens.
(b) The Sellers title defects that have not received written notice from any Governmental Entity that a portion had or could have an adverse effect on the Company’s use and occupancy of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health Owned Premises and safety, fire, air, sanitation and noise controlthe Leased Premises; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization portions of the applicable Governmental Entity. There buildings located on the Owned Premises and the Leased Premises that are no pending orused in the business of the Company are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current and reasonably anticipated normal business activities as conducted thereon and, to the Knowledge of the SellersCompany, threatened claims that there is no latent material defect in the improvements on any Owned Premises, structural elements thereof, the mechanical systems (xincluding, without limitation, all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing each Owned Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement; (iii) each of the Owned Premises and the Leased Premises
(a) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current transportation requirements of the business presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current normal business activities conducted at such parcel; and (iv) the Company has not received notice of (a) any condemnation, eminent domain or similar proceeding affecting any portion of the Owned Premises or the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (b) any special assessment or pending improvement liens to be made by any governmental authority which may affect any of the Existing Easements are not valid, or that the Sellers’ use thereof is, Owned Premises or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereofLeased Premises, or (yc) use any violations of such public rights-of-way is not in compliance in any material building codes and/or zoning ordinances or other governmental regulations with respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through Owned Premises or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSLeased Premises.
Appears in 2 contracts
Sources: Stock Exchange Agreement (Solar Thin Films, Inc.), Stock Exchange Agreement (Solar Thin Films, Inc.)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Sellers (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Sellers have delivered to the Buyers correct and indicates the Seller or the Sellers owning each parcel complete copies of the Leases. With respect to the Real PropertyEstate:
▇. Each such Seller is the owner of ▇▇▇▇▇ has good and has valid marketable title to each parcel all of the Owned Real Property indicated on Schedule 4.4(a) as being owned by such Seller, Estate free and clear of all Liens arising byliens, through charges, mortgages, security interests, easements, restrictions or under Sellersother encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real PropertyEstate Encumbrances");
ii. the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
iii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
iv. there are no disputes, oral agreements, or forbearance programs in effect as to any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance Lease;
v. none of the Owned Real Property therewith. Except for any applicable Permitted LienEstate and to the Sellers' Knowledge, no Real Property none of the properties subject to the Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect to such rights of first refusal;
vi. except for Permitted Real Property Estate Encumbrances, there are no (i) actual or, to the Sellers’ ' Knowledge, proposed special assessments with respect to any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding Estate; (ii) pending or, to the Sellers’ ' Knowledge, threatened against condemnation proceedings with respect to any of the Real Property Estate; (iii) structural or mechanical defects in any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within buildings or improvements located on the Assets. All such Easement Facilities are located either in Real Estate; (iiv) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no any pending or, to the Knowledge of the Sellers' Knowledge, threatened claims that (x) changed in any zoning laws or ordinances which may materially adversely affect any of the Existing Easements are Real Estate or Sellers' use thereof;
vii. the Sellers have not validassigned, transferred, conveyed, mortgaged, deeded in trust, or that encumbered any interest in the Leases or its rights thereunder;
viii. to the Sellers’ use thereof is' Knowledge, or all facilities on the transfer thereof to the Purchaser would beReal Estate have received all approvals of governmental authorities (including licenses, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title permits and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.zoning
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyer correct and indicates complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the Sellers owning each parcel marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Property. Each such Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Seller is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(ix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real EState are supplied with utilities and other services necessary for the operation of said facilities; and
(viii) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Real Estate Encumbrances;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Sellers (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Sellers have delivered to the Buyers correct and indicates complete copies of the Seller or Leases. With respect to the Real Estate:
i. the Sellers owning each parcel have good and marketable title to all of the Owned Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, Estate free and clear of all Liens arising byliens, through charges, mortgages, security interests, easements, restrictions or under Sellersother encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real PropertyEstate Encumbrances");
ii. the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
iii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
iv. there are no disputes, oral agreements, or forbearance programs in effect as to any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance Lease;
v. none of the Owned Real Property therewith. Except for any applicable Permitted LienEstate and to the Sellers' Knowledge, no Real Property none of the properties subject to the Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect to such rights of first refusal;
vi. except for Permitted Real Property Estate Encumbrances, there are no (i) actual or, to the Sellers’ ' Knowledge, proposed special assessments with respect to any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding Estate; (ii) pending or, to the Sellers’ ' Knowledge, threatened against condemnation proceedings with respect to any of the Real Property Estate; (iii) structural or mechanical defects in any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within buildings or improvements located on the Assets. All such Easement Facilities are located either in Real Estate; (iiv) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no any pending or, to the Knowledge of the Sellers' Knowledge, threatened claims that (x) changed in any zoning laws or ordinances which may materially adversely affect any of the Existing Easements are Real Estate or Sellers' use thereof;
vii. the Sellers have not validassigned, transferred, conveyed, mortgaged, deeded in trust, or that encumbered any interest in the Leases or its rights thereunder;
viii. to the Sellers’ use ' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof isand have been operated and maintained in accordance with applicable laws, or the transfer thereof rules, and regulations; and
ix. to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7Sellers' Knowledge, the Sellers shall convey all owner of their right, each leased facility has good and marketable title and interest in and to the Existing Easements underlying parcel of real property, free and clear of all Liens arising byany Security Interest, through easement, covenant, or under other restriction, except for Permitted Real Estate Encumbrances and Sellers' leasehold interest in each Lease has priority over any other interest except for the Sellers, other than fee interest therein and Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Estate Encumbrances.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyer correct and indicates complete copies of the Leases. With respect to the Real Estate:
(i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the Sellers owning each parcel marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Property. Each such Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened change in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof;
(vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted;
(viii) the Seller is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(ix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;
(x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and
(viii) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Real Estate Encumbrances;
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto Neither the Site and each other parcel Company nor any of its Subsidiaries owns any real property. Each of the Real Property leases for real property to which the Company or any of its Subsidiaries is a party (the "Leases") and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated all amendments, modifications and/or extensions thereto are listed on Schedule 4.4(a) as being owned by such Seller3.12 hereto. Schedule 3.12 hereto also lists, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance each Lease, the name of the Real Property therewith18 tenant(s), landlord(s), whether the Lease is a lease or a sublease, the current expiration dates and remaining options to extend the Leases, and the minimum monthly rent and additional rent under the Leases. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with With respect to such Real Property the Leases, (ori) the Leases are in full force and effect, are unmodified (other than as listed on Schedule 3.12 hereto) and are binding and enforceable in accordance with their terms; (ii) all rental and other charges payable pursuant to the terms and conditions of the Leases have been paid and no rent has been paid in advance more than 30 days; (iii) there are no charges, offsets or defenses against the enforcement by the lessors thereunder of any agreement, covenant or condition on the part of the Company or any of its Subsidiaries, as the case may be, to be performed or observed pursuant to the Sellers’ Knowledgeterms of the Leases; (iv) there are no defaults by the Company or any of its Subsidiaries, any threatened or proposed order) requiring as the repaircase may be, removal or alteration of any improvement located on such Real Property.
(c) The structuresagreement, fixtures, buildings, improvements and equipment (including the Facilities) covenant or condition on the Real Property are being transferred at part of the Closing AS-ISCompany or such Subsidiary, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending oras the case may be, to be performed or observed pursuant to the Sellers’ Knowledgeterms of the Leases which with the giving of notice or the lapse of time would give rise to the termination of any such Leases; (v) there are no actions or proceedings pending or to the best of the Company's knowledge, threatened against threatened, by any lessor under the Leases; (vi) the consummation of the Offer and the Merger will not constitute a prohibited transfer or assignment under any of the Real Property or any improvement thereon.
Leases; and (dvii) Schedule 1.1-A describes each to the knowledge of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17Company, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There there are no pending or, to the Knowledge of the Sellers, threatened claims that (x) material defaults by any of the Existing Easements are not validrespective lessors of any agreement, covenant or that condition on the Sellers’ use thereof is, part of the lessor to be performed or the transfer thereof observed pursuant to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSLeases.
Appears in 2 contracts
Sources: Merger Agreement (Wolters Kluwer Us Corp), Merger Agreement (Ovid Technologies Inc)
Real Property. (a) Except as disclosed on Schedule 4.4(a) indicates by map 4.7 attached thereto hereto, with respect to ------------ the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Owned Real Property. Each such , (i) the Company holding title thereto has, and Seller is will have on the owner of Closing Date, good and has valid indefeasible title, insurable by a responsible title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerinsurance company at regular rates, free and clear of all Liens arising byany material Lien, through or under Sellers, other than except for Permitted Liens, (ii) there are no leases, subleases, licenses, concessions, or other agreements granting to any Person the right of use or occupancy of any portion thereof; and (iii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein.
(b) The Sellers have not received written notice from any Governmental Entity that a portion Schedule 1.2(d) hereto sets forth all of the real property leased or --------------- subleased by the Companies of any of them (the "Leased Real Property"). The -------------------- Companies have delivered to Buyer true, or any building or improvement located thereoncorrect, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters complete copies of Environmental Law or compliance each of the Real Property therewith. Except leases for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such the Leased Real Property (orthe "Leases"), including, without ------ limitation, all amendments or modifications thereto. With respect to each of the Leases (i) neither the Companies nor, to the Sellers’ Knowledgebest of the Companies' knowledge, any threatened third party, is in material breach or proposed orderdefault under such Lease, no event has occurred (including the consummation of the transactions contemplated hereby) requiring which, with the repairlapse of time or the giving of notice, removal or alteration otherwise would constitute such a material breach or default by any of any improvement located on such Real Propertythe Companies.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Owned Real Property are being transferred at and the Closing AS-ISLeased Real Property (collectively, WHERE-ISthe "Premises") constitutes all of the real property owned, WITH ALL FAULTS. There is no condemnationleased, expropriation occupied or similar proceeding pending or, to -------- otherwise utilized by the Sellers’ Knowledge, threatened against Companies or any of them or in connection with the Real Property or any improvement thereonBusiness.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) The Premises are in compliance with all applicable federal, state and local laws and regulations (including, but not limited to, those relating to environmental protection, conservation and occupational safety and health) and with all applicable land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17use requirements, or zoning ordinances and building codes;
(ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge Companies' knowledge, threatened legal proceedings against or claiming an interest in the Premises;
(iii) Except for current Taxes which are not yet due or which are payable without penalty, there are no public assessments or similar charges on the Premises;
(iv) There are no pending, or, to the Companies' knowledge threatened, eminent domain proceedings to acquire the Premises or any portion thereof or any interest therein
(v) To the knowledge of the SellersCompanies there are no plans or studies to alter any street or highway contiguous to the Premises or to remove, threatened claims that eliminate or modify any railroad spur line to the Premises or access rights to same;
(vi) The Companies have all water supply, sewage services, storm drainage, electrical supply, natural gas and other utilities necessary for the operation of the Premises as operated prior to the Closing Date, and such utility services have not been interrupted (other than as a result of weather or other natural causes) during the one-year period prior to the Closing Date;
(vii) All permits and licenses necessary for the construction of the present improvements at the Premises and for the present operation, use and occupancy thereof by the Companies have been obtained and are in effect, except those which the failure to obtain has had or will have a Material Adverse Effect;
(viii) There are no binding agreements of the Companies or any of them with any governmental agency or private Person which has had or will have a Material Adverse Effect or materially restricting the use of the Premises;
(ix) There are no leases, subleases, occupancies or tenancies in effect pertaining to the Owned Real Property;
(x) The Companies have all necessary rights of way and rights of ingress and egress to and from the Premises to conduct the Business as conducted prior to the Closing Date, pursuant to valid and enforceable agreements;
(xi) No work for municipal improvements has been commenced on or in connection with the Premises, or, to the knowledge of the Companies, on any street adjacent thereto and which will adversely affect access to the Premises; no assessment for public improvements has been made against the Premises which remains unpaid; and no notice from any county, township or other governmental body has been served upon the Premises or received by the Companies or any of the Existing Easements are not validthem requiring any work, repair, construction, alteration, or that installation on or in connection with the Sellers’ use thereof isPremises which has not been complied with; and
(xii) To the knowledge of the Companies, no part of the Premises contains, is located within, or the transfer thereof to the Purchaser would beabuts any flood plain, in violation navigable water or other body of the terms of such Existing Easement water, tide land, wet land, ▇▇▇▇▇ land or any Lien affecting the land covered by the Existing Easementother area which is subject to special state, federal or that the Sellers are otherwise in default thereofmunicipal regulation, controls or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSprotection.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Anthony Crane Rental Holdings Lp), Asset Purchase Agreement (Anthony Crane Rental Lp)
Real Property. (a) Schedule 4.4(aSection 3.13(a) indicates of the Seller Disclosure Letter lists and describes briefly all real property owned by map attached thereto any of the Site and Sellers. With respect to each other such parcel of owned real property:
(i) the Real Property identified owner has good and indicates marketable title to the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising by, through or under Sellers, other than any Encumbrance except for Permitted Liens.Encumbrances;
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There there are no pending or, to the Knowledge knowledge of any of the Sellers, threatened claims that condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters affecting adversely the current use, occupancy, or value thereof;
(xiii) Sellers have delivered to the Purchaser prior to the execution of this Agreement true and complete copies of all deeds, leases, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys and similar documents, and all amendments thereof, in the Sellers' possession, with respect to the parcel of real property;
(iv) except as disclosed in Section 3.13(a)(iv) of the Seller Disclosure Letter, there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property;
(v) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; and
(vi) there are no parties (other than the Sellers) in possession of the parcel of real property, other than tenants under any leases disclosed in Section 3.13(a)(iv) of the Seller Disclosure Letter who are in possession of space to which they are entitled.
(b) Section 3.13(b) of the Seller Disclosure Letter lists and describes briefly all real property leased or subleased to any of the Existing Easements are Sellers, including the date of and parties to each real property lease, the date of and parties to each amendment, modification and supplement thereto, the term and renewal terms (whether or not valid, or that exercised) thereof and a brief description of the Sellers’ use thereof is, or the transfer thereof leased real property covered thereby. The Sellers have delivered to the Purchaser would betrue, in violation correct, and complete copies of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise leases and subleases listed in default thereof, or (ySection 3.13(b) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over Seller Disclosure Letter (as amended to date). With respect to each lease and sublease listed in Section 3.13(b) of the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the SellersSeller Disclosure Letter, other than Permitted Liensthose that expire by their terms prior to Closing or are not Assumed Contracts being assumed by Purchaser and except to the extent excused by or unenforceable as a result of the commencement or pendency of the Chapter 11 Case or the application of any provision of the Bankruptcy Code (but only to the extent such excuse, lack of enforceability or application of law will continue to apply in favor of Purchaser and its successors and assigns following Closing), the lease or sublease is in full force and effect, and no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder.
(c) Sellers shall file, and provide Purchaser with copies of, any and all real property transfer tax returns and other similar filings required by law in connection with the Contemplated Transactions and relating to the real property, any part thereof or ownership interest therein, all duly and properly executed and acknowledged by Sellers.
(d) Each Seller other than GST shall provide Purchaser with an affidavit of an officer of each Seller, sworn to under penalty of perjury, setting forth each Seller's name, address and Federal tax identification number and stating that the Seller is not a "foreign person" within the meaning of Section 1445 of the Code. The Easement Facilities If, on or before the Closing Date, Purchaser shall not have received such affidavit, Purchaser may withhold from the cash payments to Sellers at Closing such sums as are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSrequired to be withheld therefrom under Section 1445 of the Code.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Time Warner Telecom Inc), Asset Purchase Agreement (GST Telecommunications Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all real property leased to the Sellers (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate) and indicates used in the Seller or the Sellers owning each parcel operation of the Real PropertyStation. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion delivered to the Buyers correct and complete copies of the Leases. With respect to the Real PropertyEstate:
i. the Leases are and, immediately after the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
ii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
iii. there are no disputes, oral agreements, or forbearance programs in effect as to any building or improvement located thereonLease;
iv. to the Sellers' Knowledge, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance none of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property properties subject to the Leases is subject to any written governmental decree lease (other than Leases), option to purchase or order specifically issued with respect to such rights of first refusal;
v. except for Permitted Real Property Estate Encumbrances, there are no (i) actual or, to the Sellers’ ' Knowledge, proposed special assessments with respect to any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding Estate; (ii) pending or, to the Sellers’ ' Knowledge, threatened against condemnation proceedings with respect to any of the Real Property Estate; (iii) structural or mechanical defects in any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within buildings or improvements located on the Assets. All such Easement Facilities are located either in Real Estate; (iiv) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no any pending or, to the Knowledge of the Sellers' Knowledge, threatened claims that (x) changes in any zoning laws or ordinances which may materially adversely affect any of the Existing Easements are Real Estate or Sellers' use thereof;
vi. the Sellers have not validassigned, transferred, conveyed, mortgaged, deeded in trust, or that encumbered any interest in the Leases or its rights thereunder; and
vii. to the Sellers’ use ' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof is, or the transfer thereof to the Purchaser would be, and have been operated and maintained in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect accordance with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7laws, the Sellers shall convey all of their rightrules, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSregulations.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel None of the Real Property and indicates the Seller Company or the Sellers owning each parcel its Subsidiaries own any real property.
(b) Schedule 2.23 of the Company Disclosure Schedule contains a complete and accurate list of all real property leases, subleases or leases to which the Company or any of its Subsidiaries is a party (collectively, the "Leases"), including the address of each property (collectively, the "Leased Real Property"). Each such Seller is the owner of and has valid title to each parcel Except as set forth in Schedule 2.23 of the Real Property indicated on Schedule 4.4(a) as being owned by such SellerCompany Disclosure Schedule, the Company's or Subsidiary's interests in and to all Leases are free and clear of all Liens arising bymortgages, through liens, pledges, security interests or under Sellersother encumbrances. Except as otherwise provided on Schedule 2.23, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in Company Disclosure Schedule: (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17Lease is legal, or valid, binding, enforceable and in full force and effect; (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, assuming any required landlord consent to the Knowledge of Merger and other transactions contemplated by this Agreement is obtained, the SellersLease will continue to be legal, threatened claims that (x) any of the Existing Easements are not valid, or that binding, enforceable and in full force and effect on identical terms following the Sellers’ use thereof is, or Closing; (iii) neither the transfer thereof Company nor such Subsidiary nor any other party to the Purchaser would beLease is in breach or default, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear knowledge of all Liens arising bythe Company, through no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the SellersLease; (iv) no party to the Lease has repudiated any provision thereof; (v) there are no disputes or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, other than Permitted Liensexcept to the extent that such modifications are disclosed by the documents delivered to Parent; and (vii) the Company (or such Subsidiary) has not conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease. The Easement Facilities Except as set forth in Schedule 2.23 of the Company Disclosure Schedule, no consents to the transactions contemplated by this Agreement are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSrequired in connection with such Leases.
Appears in 1 contract
Real Property. (a) Schedule 4.4(a3.16(a) indicates by map attached thereto sets forth the Site street address and legal description of each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Owned Property. Each such Seller is With respect to the owner of Owned Properties:
(i) A Company or Subsidiary has good and has valid marketable title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such SellerOwned Properties, free and clear of all Liens arising byany liens, through easements, covenants, and restrictions other than: (x) liens for real estate taxes and assessments not yet delinquent; (y) easements, covenants, and other restrictions that do not preclude the current use or under Sellersoccupancy of the property subject thereto; and (z) liens securing indebtedness reflected in the Current Balance Sheets (collectively, other than "Permitted LiensExceptions").
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the SellersCompanies, threatened claims that (x) condemnation proceedings, suits, or administrative actions relating to any of the Existing Easements Owned Properties affecting adversely the current use or occupancy thereof;
(iii) There are not validno contracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Owned Properties;
(iv) There are no outstanding options or rights of first refusal to purchase the parcels of Owned Properties, or that any portion thereof or interest therein;
(v) There are no parties (other than the Sellers’ use Companies or Subsidiaries) in possession of the parcels of Owned Properties; and
(vi) No owner of a parcel of Owned Properties has received written notice of: (a) any condemnation proceeding with respect to any portion of any parcel of Owned Properties or any access thereto; or (b) any special assessment which may encumber any parcel of Owned Properties.
(b) Schedule 3.16(b) sets forth a list of all Leased Premises, in each case, setting forth (A) the lessor and lessee thereof isand the date and term of each of the Leases, and (B) the street address of each property covered thereby. The Leases are in full force and effect and have not been amended, and no Company or Subsidiary is in material default or breach under any such Lease. No event has occurred which, with the passage of time or the transfer thereof to the Purchaser giving of notice or both would be, in violation cause a material breach of the terms or default under any of such Existing Easement Leases. With respect to each such Leased Premises:
(i) The Company or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.Subsidiary indicated on Schedule 3.16
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Allied Waste Industries Inc)
Real Property. (a) Schedule 4.4(aSCHEDULE 3.13(A) indicates lists and describes all real property owned by map attached thereto the Site Company. The Company represents and each other parcel warrants that no Lien or Encumbrance exists with respect to any such property, except as fully described on SCHEDULE 3.13(A). The Company will not own any real property as of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted LiensClosing Date.
(b) SCHEDULE 3.13(B) lists and describes briefly all real property leased or subleased to the Company. The Sellers have not received written notice from any Governmental Entity that a portion Company has delivered to Buyer correct and complete copies of the Real Property, or any building or improvement located thereon, currently violates any Law leases and subleases listed in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with SCHEDULE 3.13(B). With respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.each lease and sublease listed in SCHEDULE 3.13(B):
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by to the Sellers best Knowledge of the Company and the Sole Stockholder, the lease or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17sublease is legal, or valid, binding, enforceable and in full force and effect;
(ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the best Knowledge of the SellersCompany and the Sole Stockholder, threatened claims that (x) any the consummation of the Existing Easements are Merger will not validaffect the terms or enforceability of the lease or sublease;
(iii) to the best Knowledge of the Company and the Sole Stockholder, no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or that the Sellers’ use thereof is, or the transfer thereof acceleration thereunder;
(iv) to the Purchaser would be, in violation best Knowledge of the terms Company and the Sole Stockholder, no party to the lease or sublease has repudiated any provision thereof;
(v) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease;
(vi) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;
(vii) to the best Knowledge of such Existing Easement the Company and the Sole Stockholder, all facilities leased or any Lien affecting subleased thereunder have received all approvals of Governmental Entities (including licenses and permits) required in connection with the land covered by the Existing Easement, or that the Sellers are otherwise operation thereof and have been operated and maintained in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect accordance with applicable Law laws, rules, and regulations; and
(viii) all facilities leased or authorization subleased thereunder are supplied with functional utilities and other services necessary for the normal and usual operation of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsaid facilities.
Appears in 1 contract
Sources: Merger Agreement (Aim Group Inc)
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel Part 3.14 of the Real Property Disclosure Schedule sets forth a correct and indicates complete list (except for the Seller or Leases to which a German Subsidiary is a party (provided that the Sellers owning each parcel shall provide to Purchaser the schedules referenced in this Section 3.14(a) with respect to such Leases prior to Closing)) of: (i) all of the Real Property. Each such Seller Leases; (ii) the entity that is the owner tenant, subtenant, licensee, user or occupier under each Lease; (iii) a clear description of and has valid title the specific unit or space corresponding to each parcel Lease; (iv) the expiration date of each Lease (not taking into account any options to renew or extend thereunder), and the number and length of options to renew or extend the same; (v) the current monthly rent payable under each Lease; (vi) the security deposit and prepaid rents of more than one (1) month for each Lease; (vii) any outstanding agreements (whether written or oral) to amend or modify any Lease; and (viii) any material repairs or improvements to the real property that is the subject of each Lease that is currently planned or budgeted for by the Sellers, or that is necessary for the reasonable use, occupancy or operation of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted LiensTargeted Businesses.
(b) The Sellers Correct and complete copies of all Leases (other than those to which the German Subsidiaries are a party), and all amendments, modifications, guarantees and other material documents relating thereto, have not received written notice from any Governmental Entity that been made available to Purchaser in accordance with the terms of this Agreement.
(c) Each Lease is in full force and effect, is the legal, binding and enforceable obligation of either a portion Seller or a Target Subsidiary, and either a Seller or a Target Subsidiary holds a valid and existing leasehold estate thereunder.
(d) Neither the Sellers, nor the Target Subsidiaries nor to the Knowledge of the Real PropertySellers, any other party to a Lease, is in breach or any building default thereunder, and no event has occurred which, with notice or improvement located thereonlapse of time or both, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law would constitute a breach or compliance of default by the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree Sellers or order specifically issued with respect to such Real Property (the Target Subsidiaries or, to the Knowledge of the Sellers’ Knowledge, any threatened other party thereto. The Sellers and the Target Subsidiaries have not, and to the Knowledge of the Sellers, no third party has, repudiated or proposed order) requiring the repair, removal or alteration disputed any provision of any improvement located on such Lease.
(e) Neither the Sellers nor the Target Subsidiaries have assigned, transferred, conveyed, mortgaged, hypothecated, pledged or otherwise encumbered any of their interest in the Leases or the Leased Real Property.
(cf) The structures, fixtures, buildings, improvements and equipment (including All of the Facilities) on the Leased Real Property are being transferred at is actively used in the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereonTargeted Businesses.
(dg) Schedule 1.1-A describes each To the Knowledge of the Easement Facilities included within Sellers, each individual Leased Real Property, and the AssetsSellers' and the Target Subsidiaries' use and occupancy thereof and operations thereat, is in material compliance with all Laws, including, without limitation: (a) the Americans with Disabilities Act, 42 U.S.C. Section 12102 et seq., together with all rules, regulations and official interpretations promulgated pursuant thereto; and (b) Laws concerning zoning, building, fire, life safety, health codes and sanitation. All such Easement Facilities are located either in (i) land owned by Neither the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant nor the Target Subsidiaries have received notice of, and to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization Knowledge of the applicable Governmental Entity. Sellers, there is not, any condition at the Leased Real Property which could give rise to any material violation of Law.
(h) There are no eminent domain, condemnation or other similar proceedings pending or, to the Knowledge of the Sellers, threatened claims threatened, affecting any portion of the Leased Real Property except for proceedings affecting Leased Real Property that (x) would not have, individually or in the aggregate, a material adverse effect on the Targeted Businesses. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation pending or, to the Knowledge of the Sellers, threatened, relating to the Leases or the ownership, lease, use, occupancy or operation by the Sellers, the Target Subsidiaries, or any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation their Affiliates of the terms Leased Real Property.
(i) The current use, occupancy and operation of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is Leased Real Property does not in compliance violate in any material respect with applicable Law any instrument of record or authorization agreement affecting the Leased Real Property, or the Lease relating to such Leased Real Property.
(j) Except as set forth in Part 3.14(j) of the applicable Disclosure Schedule, no damage or destruction has occurred with respect to any of the Leased Real Property that would have, individually or in the aggregate, a material adverse effect on the Targeted Businesses.
(k) There are currently in effect such insurance policies for the Leased Real Property as are customarily maintained with respect to similar properties. Correct and complete copies of all insurance policies maintained by the Sellers with respect to the Leased Real Property have been made available to Purchaser in accordance with this Agreement. All premiums due on such insurance policies have been paid by the Sellers or the Target Subsidiaries and the Sellers or the Target Subsidiaries will maintain such insurance policies from the date hereof through the Closing or earlier termination of this Agreement. Neither the Sellers nor the Target Subsidiaries have received, and to the Knowledge of the Sellers there is no, notice or request from any insurance company requesting the performance of any work or alteration with respect to the Leased Real Property or any portion thereof. Neither the Sellers nor the Target Subsidiaries have received notice from any insurance company concerning, nor to the Knowledge of the Sellers are there, any material defects or material inadequacies in the Leased Real Property, which, if not corrected, could result in the termination of insurance coverage or materially increase its cost.
(l) The Leased Real Property is in good condition and repair and adequate for the use, occupancy and operation of the Targeted Businesses, and to the Knowledge of the Sellers, there are no facts or conditions affecting any of the Leased Real Property as would have, individually or in the aggregate, a material adverse effect on the Targeted Businesses.
(m) Except as set forth in Part 3.14(m) of the Disclosure Schedule, there is no construction underway at any of the Leased Real Property, and all improvements, trade fixtures, furniture, furnishings and equipment installed by the Sellers or the Target Subsidiaries thereat have been or will be paid for in full by the Sellers or the Target Subsidiaries.
(n) To the Knowledge of the Sellers, legal access is available to all the Leased Real Property, and neither the Sellers nor the Target Subsidiaries have received notice to the contrary.
(o) All required permits, licenses, approvals and authorizations (collectively, the "Real Property Permits") of Governmental Entity with Entities having jurisdiction over the use thereof. Subject to Section 6.7Leased Real Property, the absence of which would have a material adverse effect on the Targeted Businesses, have been issued to the Sellers shall convey or the Target Subsidiaries to enable the Leased Real Property to be lawfully used, occupied and operated for all of their rightthe purposes for which it is currently used, title occupied and interest operated, and are in full force and effect. The Sellers have made correct and complete copies of the Real Property Permits (other than those which pertain to the Existing Easements free and clear German Subsidiaries) available to Purchaser in accordance with this Agreement. Neither the Sellers nor the Target Subsidiaries have received any notice from any Governmental Entity threatening a suspension, revocation, modification or cancellation of all Liens arising byany Real Property Permit and, through or under to the Knowledge of the Sellers, there is no basis for the issuance of any such notice or the taking of any such action.
(p) All of the Leased Real Property is adequately served by utilities and services necessary for the use, occupancy and operation thereof, including, without limitation, electricity, water, gas, sewer, and waste disposal.
(q) Neither the Sellers nor the Target Subsidiaries hold any interest in real property that is actively used in the Targeted Businesses, other than Permitted Liensthe Leased Real Property. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSThere is no real property material to the operations of the Targeted Businesses other than the Leased Real Property.
Appears in 1 contract
Sources: Asset Purchase Agreement (Apollo Investment Fund Iv Lp)
Real Property. (a) The real estate leases and subleases (the "LEASED REAL PROPERTY") described on Schedule 4.4(a4.10
(a) indicates by map attached thereto hereto (the Site "LEASES SCHEDULE") are in full force and effect, and either the Company or one of its Subsidiaries holds a valid and existing leasehold interest under each other parcel of such leases or subleases for the term set forth in Schedule 4.10(a). The leases and subleases described in Schedule 4.10(a) constitute all of the Real Property leases and indicates subleases under which the Seller Company and its Subsidiaries hold leasehold or the Sellers owning subleasehold interests in real estate. The Company has delivered to Buyer complete and accurate copies of each parcel of the Real Propertyleases or subleases described in Schedule 4.10(a). Each With respect to each lease and sublease listed on Schedule 4.10(a), except as set forth on the Leases Schedule: (i) the lease or sublease is legal, valid, binding, enforceable in accordance with its terms and in full force and effect; (ii) neither the Company, any of its Subsidiaries nor any other party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such Seller is a breach or default or permit termination, modification or acceleration under the owner lease or sublease; and (iii) neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold.
(b) Schedule 4.10(b) attached hereto (the "OWNED PROPERTY SCHEDULE") lists and has valid title describes briefly all real property owned by any of the Company and its Subsidiaries (the "OWNED REAL PROPERTY"). With respect to each parcel of real property listed on the Real Owned Property indicated on Schedule 4.4(aSchedule: (i) as being owned by such Sellereither the Company or its Subsidiaries has good and marketable title to the parcel of real property, free and clear of all Liens arising bymortgages, through pledges, security interests, encumbrances, charges or under Sellersother liens, easements and other restrictions, other than Permitted Liens.
(bA) The Sellers have installments of special assessments not received written notice from any Governmental Entity that a portion yet delinquent and (B) recorded easements, covenants and restrictions which do not impair the current use, occupancy or the marketability of title, of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise controlproperty subject thereto; provided, however, (ii) there are no representation is made in this Section 4.4(b(A) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (pending or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration knowledge of any improvement Seller or any of the Company and its Subsidiaries, threatened condemnation proceedings relating to the property or (B) other matters affecting adversely the current use or occupancy thereof; (iii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (iv) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (v) there are no parties (other than the Company and its Subsidiaries) in possession of the parcel of real property, other than tenants under any leases disclosed in Schedule 4.10(b) who are in possession of space to which they are entitled; (vi) and all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such Real Propertyfacilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge knowledge of any officer or director of the SellersCompany or its Subsidiaries, threatened claims that (x) any of the Existing Easements are not validcondemnation proceedings, litigation or that the Sellers’ use thereof is, or the transfer thereof administrative actions relating to the Purchaser would be, in violation of the terms of such Existing Easement Company's or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSits Subsidiaries' Leased Real Property.
Appears in 1 contract
Sources: Stock Purchase Agreement (Dura Automotive Systems Inc)
Real Property. As a material inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Company and Shareholder jointly and severally represent and warrant to Purchaser as follows: Schedule 5.01 sets forth a list of all real property that constitute Acquired Assets owned by Company and/or Shareholder, including real property in which Company or Shareholder holds an option to purchase exercisable on or before the applicable Transfer Date (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of “Real Property”). The Seller shall exercise its option to purchase the Real Property comprising store no. 22 in Crete, Nebraska and indicates shall hold the Seller or fee title thereto as of the Sellers owning each parcel of Transfer Date with respect to said Location. Real Property includes active underground storage tanks and gasoline dispensers, storage sheds and canopies. Except as set forth in Schedule 5.01, Company and Shareholder have good and merchantable title to the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising byliens, through (statutory or under Sellersother) leases, mortgages, pledges, security interests, conditional sales agreements, charges, claims, options, easements, rights of way and other encumbrances of any kind or nature whatsoever (collectively, “Encumbrances”), other than the following (collectively, the “Permitted Liens.Encumbrances”):
(a) the provisions of all applicable zoning Laws;
(b) The Sellers have liens for current real estate taxes not received written notice from any Governmental Entity that a portion delinquent; and
(c) the Encumbrances listed on Schedule 5.01. Except as set forth on Schedule 5.01. none of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree lease or order specifically issued with respect grant to any Person of any right to the use, occupancy or enjoyment of such property or any portion thereof. The Real Property (oris not subject to any use restrictions, to exceptions, reservations or limitations which in any respect interfere with or impair the Sellers’ Knowledge, any threatened or proposed order) requiring present and continued use thereof as currently used by Seller in the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any conduct of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental EntityBusiness. There are no pending or, to the Knowledge knowledge of the SellersCompany or Shareholder, threatened claims that (x) condemnation proceedings relating to any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Property.
Appears in 1 contract
Sources: Asset Purchase Agreement (Caseys General Stores Inc)
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyers correct and indicates complete copies of the Seller Leases. With respect to the Real Estate:
i. the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
ii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
iii. there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
iv. to the Sellers owning each parcel Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
v. except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real PropertyEstate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof;
vi. Each such the Seller is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
vii. to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
viii. to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Estate Encumbrances.
Appears in 1 contract
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all Owned Real Estate and real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller has delivered to the Buyers correct and indicates complete copies of the Leases. With respect to the Real Estate:
(i) HMH Realty has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances");
(ii) the Leases are and, following the Closing, to the Seller's Knowledge, will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(iii) the Seller is not in breach or default (or has repudiated any provision thereof), and to the Sellers owning each parcel Seller's Knowledge, no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iv) there are no material disputes, oral agreements, or forbearance programs in effect as to any Lease;
(v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Property. Each such Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changes in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof;
(vii) except as set forth in Section 2(f)(vii) of the Disclosure Schedule, the Seller is has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder;
(viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been materially operated and maintained in accordance with applicable laws, rules, and regulations, and all buildings and improvements on the Real Estate are in good condition and repair, normal wear and tear excepted; and
(ix) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Estate Encumbrances.
Appears in 1 contract
Real Property. (a) Schedule 4.4(aSection 3.10(a) indicates by map attached thereto the Site and each other parcel of the Real Property Target’s Disclosure Schedule lists and indicates describes briefly all real property that Target owns (collectively, the Seller or the Sellers owning each parcel of the “Real Property”). Each such Seller is the owner of and has valid title With respect to each parcel of Real Property:
(i) The Target has good and marketable fee simple title to the Real Property indicated on Schedule 4.4(a) as being owned by such SellerProperty, free and clear of all Liens arising byany Security Interest, through license, encroachment, restriction or under Sellerscovenant, except the encumbrances identified in Section 3.10(a)(i) of the Target’s Disclosure Schedule and easements, covenants, restrictions, encroachments and other than Permitted Liens.non-monetary encumbrances that do not materially interfere with the use of such parcel as it is currently used (the “Real Estate Encumbrances”);
(bii) The Sellers have not received written notice from any Governmental Entity that a portion There are no outstanding options or rights of first refusal to purchase the Real Property, or any building portion or improvement located thereoninterest of the Real Property; nor has the Target leased or otherwise granted the right to use or occupy such owned Real Property or any portion thereof;
(iii) The Target has received no notice of actual or to the Target’s Knowledge threatened special assessments or reassessments of the Real Property;
(iv) The Target has received no notice of actual or to the Target’s Knowledge threatened cancellation or suspension of any certificates of occupancy for any portion of the Real Property;
(v) The Target has not received notice of any claims of any Governmental Authority to the effect that the construction, currently violates any Law in any material respectoperation, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance use of the Real Property therewith. Except for is in material violation of any applicable Permitted Lienlaw, ordinance, rule, regulation or order; and
(vi) There is no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (pending or, to the Sellers’ KnowledgeTarget’s Knowledge threatened condemnation or similar eminent domain proceeding against the Real Property.
(b) Except as set forth in Section 3.10(b) of the Target’s Disclosure Schedule, the Target does not lease or sublease any threatened Real Property and there are no other contractual obligations that grant to any Person the right of use or proposed order) requiring occupancy of the repair, removal or alteration of any improvement located on such Real Property.
(c) The Real Property comprises all of the real property used in the business of the Target.
(d) Except as set forth in Section 3.10(d) of the Target’s Disclosure Schedule, to the Target’s Knowledge, all buildings, structures, fixturesfixtures and building systems, buildingsand all components thereof, included in the Real Property (the “Improvements”) (i) have been maintained by the Target in good condition and repair in accordance with the customary maintenance procedures for such Improvements, as applicable, and subject to ordinary wear and tear, and repair and replacement from time to time in the Ordinary Course of Business of the Target, and (ii) are sufficient for the operation of the business of the Target as currently conducted. The Target has not received any notice that the Real Property is in violation of and to the Target’s Knowledge, the Real Property is not in violation of, any applicable building, zoning, subdivision and other land use Laws, including The Americans with Disabilities Act of 1990, as amended, or any insurance requirements affecting the Real Property. To the Target’s Knowledge, the consummation of the transactions contemplated herein will not result in a violation of any applicable zoning ordinance or termination of any zoning variance, in each case relating to the Real Property.
(e) To the Target’s Knowledge and except as described on Section 3.10(e) of the Target’s Disclosure Schedule, no part of the Real Property is located in a flood hazard area (as defined by the Federal Emergency Management Agency).
(f) The improvements and equipment (including the Facilities) on the Real Property are being transferred at supplied with utilities necessary for the Closing AS-ISoperation of such improvements as the same are currently operated or currently proposed to be operated, WHERE-ISall of which utilities are provided by public roads or by permanent, WITH ALL FAULTSirrevocable appurtenant easements benefiting the Real Property. There is no condemnationEach parcel of Real Property abuts on, expropriation and has direct vehicular access to, a public road, or similar proceeding pending orhas access to a public road via a permanent, irrevocable appurtenant easement benefiting the parcel of Real Property, in each case, to the Sellers’ Knowledge, threatened against any extent necessary for the conduct of the Real Property or any improvement thereonTarget’s business as presently conducted.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
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Real Property. (ai) Schedule 4.4(a3.8(a)(i) indicates by map attached thereto the Site and each other parcel sets forth a list of the parcels of real property owned by any Company (together with the fixtures and improvements thereon, the "Owned Real Property and indicates the Seller or the Sellers owning each parcel Property"). Schedule 3.8(a)(i) also sets forth a list of the parcels of real property currently leased by any Company (together with all fixtures and improvements thereon, the "Leased Real Property") and collectively with the Owned Real Property, the "Real Property"). Each All properties occupied or used by any Company are owned or leased by such Seller is the owner of Company and are described on Schedule 3.8(a)(i) or Schedule 3.13.
(ii) Except as set forth on Schedule 3.8(a)(ii), each Company has valid good and marketable, indefeasible fee simple title to each parcel of the its Owned Real Property indicated on Schedule 4.4(a) as being owned by such SellerProperty, free and clear of all Liens arising byliens, through or under Sellersmortgages, deeds of trust, pledges, security interests, options to acquire, charges, claims, leasehold interests, tenancies, restrictions and encumbrances of any nature whatsoever (collectively, "Liens") other than (A) Liens for Taxes not yet due and payable, (B) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen incurred in the Ordinary Course of Business and not yet delinquent, (C) matters of record set forth on the title insurance policy issued by Lawyer's Title Insurance, dated January 5, 1995 (excluding items 2, 3 and 5 of Schedule B thereto) and (D) zoning, building or other restrictions, variances, covenants, rights of way, encumbrances, easements and other minor irregularities in title, none of such items in (A)-(D) which, individually or in the aggregate, materially and adversely detract from the value of such Owned Real Property based on its current use or interfere in any material respect with the current use or occupancy of such Owned Real Property (collectively, "Permitted Liens").
(iii) Each Company has a valid leasehold interest in the Leased Real Property, free and clear of any Liens except for Permitted Liens.
(iv) Except as set forth in Schedule 3.8(a)(iv), the Owned Real Property currently has access to (a) public roads or valid easements over private streets or private property for such ingress to and egress from all such plants, buildings and structures, and (b) The Sellers have not received written notice from any Governmental Entity that a portion water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, in each case as necessary for the operation or conduct of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance business of the Real Property therewithCompanies as currently conducted. Except for None of the structures on any applicable Permitted Liensuch property substantially encroaches upon real property of another Person, and no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration structure of any improvement located on such other Person substantially encroaches upon the Owned Real Property.
(cv) The structuresSuch Owned Real Property, fixturesand its continued use, buildingsoccupancy and operation as currently used, improvements occupied and equipment (including the Facilities) on the Real Property operated, does not constitute a nonconforming use in any material respect under applicable building, zoning, subdivision and other land use and similar laws, regulations and ordinances. Valid certificates of occupancy permitting such uses are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, in effect with respect to the Sellers’ Knowledge, threatened against any of the Owned Real Property or any improvement thereonProperty.
(dvi) Except as set forth on Schedule 1.1-A describes each 3.8(a)(vi), no Company has, in the last three years, received written notice of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no any pending or, to the Knowledge of the Sellers, threatened claims that condemnation or eminent domain proceeding with respect to the Owned Real Property or any part thereof.
(xvii) Except as set forth on Schedule 3.8(a)(vii), there are no material options, rights of first refusal, contracts or other binding obligations granted by any Company for the sale, exchange, leasing, transfer, financing or refinancing of any of the Existing Easements Owned Real Property.
(viii) Except as set forth on Schedule 3.8(a)(viii), there are not validno matters that an accurate and complete survey of the Owned Real Property would disclose that would materially and adversely affect the ability of Buyer or the Companies to use the Owned Real Property as is currently being used or that would materially and adversely affect the value of the Owned Real Property.
(ix) No party other than a Company is in possession, or that the Sellers’ use thereof ishas any possession of, all or the transfer thereof to the Purchaser would be, in violation any material portion of any of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Property.
Appears in 1 contract
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto To the Site and each other parcel Seller’s Knowledge, the Company or a Subsidiary thereof will, as of the Real Property and indicates Closing, own or control the Seller or percentage interests in the Sellers owning each parcel Pittsburgh seam as set forth in:
(i) the Blacksville Mine Five Year Mine Plan Area (Pittsburgh Seam Only) set forth in Section 3.11(a)(i) of the Real Property. Each such Seller is Disclosure Schedule;
(ii) the owner of and has valid title to each parcel ▇▇▇▇▇▇▇▇▇ Mine Five Year Mine Plan Area (Pittsburgh Seam Only) set forth in Section 3.11(a)(ii) of the Real Property indicated on Schedule 4.4(aDisclosure Schedule;
(iii) as being owned by such Seller, the ▇▇▇▇▇▇▇ Mine Five Year Mine Plan Area (Pittsburgh Seam Only) set forth in Section 3.11(a)(iii) of the Disclosure Schedule
(iv) the ▇▇▇▇▇▇▇▇ Run Mine Five Year Mine Plan Area (Pittsburgh Seam Only) set forth in Section 3.11(a)(iv) of the Disclosure Schedule; and
(v) the ▇▇▇▇▇▇▇▇▇ Mine Five Year Mine Plan Area (Pittsburgh Seam Only) set forth in Section 3.11(a)(v) of the Disclosure Schedule; and in each case free and clear of all Liens arising byEncumbrances, and sufficient for the Purchaser to operate the Mining Transferred Business, except (i) for Permitted Encumbrances, (ii) as would not have a Material Adverse Effect, or (iii) as described in Sections 3.11(a)(i) through or under Sellers, other than Permitted Liens3.11(a)(v) of the Disclosure Schedule.
(b) The Sellers Except as would not have not received written notice from any Governmental Entity that a portion Material Adverse Effect or except as described in Section 3.11(b) of the Real PropertyDisclosure Schedule, or any building or improvement located thereon(i) the Seller has made available to the Purchaser, currently violates any Law true and complete copies of the leases in any material respect, including those Laws effect at the date hereof relating to zoning, building, land use, health the Leased Real Property and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b(ii) with respect to matters of Environmental Law or compliance as of the Closing, the Leased Real Property therewith. Except for any applicable Permitted Lien, no Real Property is shall not be subject to any written governmental decree further sublease or order specifically issued with assignment entered into by the Seller, the Company or any Subsidiary in respect to such Real Property (or, of the leases relating to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Leased Real Property.
(c) The structuresTo the Seller’s Knowledge, fixturesthe Leased Real Property and the Owned Real Property for the Blacksville Mine, buildingsthe ▇▇▇▇▇▇▇▇▇ Mine, improvements the ▇▇▇▇▇▇▇ Mine, the ▇▇▇▇▇▇▇▇ Run Mine, and equipment (including the Facilities) ▇▇▇▇▇▇▇▇▇ Mine that are identified and set forth in the Exhibits referred to in the Leased Real Property and Owned Real Property Definitions for each such Mine, are the leases and deeds in which the Company or a Subsidiary thereof, will as of Closing own or control with respect to the portion of such lease or deed located within each such Mine as to the Pittsburgh coal seam, except as would not otherwise have a Material Adverse Effect on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereonMining Transferred Business.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 1 contract
Real Property. Except as disclosed in the Parent Disclosure Letter:
(ai) Schedule 4.4(a) indicates by map attached thereto the Site Parent, the Purchaser or their respective Subsidiaries, as applicable, have valid, good and each other parcel marketable title to all of the Real Property and indicates the Seller real or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being immovable property owned by such Sellerthe Parent, the Purchaser or their respective Subsidiaries, as applicable (the “Parent Owned Properties”), free and clear of all Liens arising byany Liens, through or under Sellers, other than except for Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion , and there are no outstanding options or rights of first refusal to purchase the Real PropertyParent Owned Properties, or any building portion thereof or improvement located thereoninterest therein;
(ii) each lease, currently violates sublease, license or occupancy agreement (in each case, together with any Law amendments, supplements, notices and ancillary agreements thereto) for real or immovable property leased, subleased, licensed or occupied by the Parent, the Purchaser or their respective Subsidiaries, as applicable (the “Parent Leased Properties”), is valid, legally binding and enforceable against the Parent, the Purchaser or their respective Subsidiaries, as applicable, in any material respectaccordance with its terms and in full force and effect, true and complete copies of which (including those Laws relating all related amendments, supplements, notices and ancillary agreements) have been made available to zoningthe Company, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance none of the Real Property therewith. Except for any applicable Permitted LienParent, no Real Property the Purchaser or their respective Subsidiaries, as applicable, is subject to any written governmental decree in breach of, or order specifically issued with respect to default under, such Real Property (orlease, sublease, license or occupancy agreement, and, to the Sellers’ Knowledgeknowledge of the Parent, no event has occurred which, with notice, lapse of time or both, would constitute such a breach or default the Parent, the Purchaser or their respective Subsidiaries, as applicable, or permit termination, modification or acceleration by any threatened third party thereunder;
(iii) no third party has repudiated or proposed orderhas the right to terminate or repudiate any such lease, sublease, license or occupancy agreement (except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease, sublease, license or occupancy agreement) requiring or any provision thereof; and
(iv) none of the repairleases, removal subleases, licenses or alteration occupancy agreements has been assigned by the Parent, the Purchaser or their respective Subsidiaries, as applicable, in favor of any improvement located on such Real PropertyPerson or sublet or sublicensed.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 1 contract
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site Seller is vested with full legal and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of equitable fee simple absolute title to the Real Property. Each such The legal description of the Premises is described in Schedule 4.9 hereto. The Real Property will be conveyed to Buyer at Closing by special warranty deed subject only to the following (collectively, the “Permitted Encumbrances”): (i) current taxes, that are a lien not yet due and payable on the Closing Date; (ii) easements, conditions, or restrictions of record provided that none of the foregoing are violated by any existing improvements or the present use thereof; (iii) dedicated streets, roads, and rights-of-way; (iv) all applicable zoning and other laws which do not interfere with existing use; (v) matters disclosed on the Survey (as defined in Section 7.2) and (vi) other matters on the Title Commitment (as hereinafter defined) to which Buyer does not object. The Real Property comprises all of the real property necessary to operate the nursing home on the Premises.
4.9.1 Seller is the owner of has good, indefeasible and has valid insurable fee simple absolute title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such SellerProperty, free and clear of any and all Liens arising mortgages, liabilities, liens, charges, claims, collateral assignments, tenancies, leases, attachments, levies, judgments, easements, reservations, encroachments, pledges, rights-of-way, equities, restrictions, encumbrances, rights of first refusal, options to acquire, assessments, security interests, defects in title and all other title matters whatsoever, except those to be paid at the Closing and the Permitted Encumbrances, and will defend the same against the claims of all persons wrongfully claiming by, through or under Sellers, other than Permitted Liens.Seller;
(b) The Sellers have 4.9.2 Seller has not received written notice from of a violation of any Governmental Entity that a portion applicable ordinance or other law, order, regulation or requirement (which violation has not been cured) relating to any part of the Real Property, or any building or improvement located thereonincluding building, currently violates any Law in any material respect, including those Laws relating to zoning, buildingenvironmental laws and the Americans With Disabilities Act of 1990, land useas amended;
4.9.3 There is not existing, health and safetyto the best knowledge of Seller, firethere is not presently contemplated or proposed, airany eminent domain, sanitation and noise control; providedcondemnation or similar action, howeveror zoning action or proceeding, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any portion of the Real Property or any improvement thereon.utilities, sewers, roadways or other public improvements;
(d) Schedule 1.14.9.4 Seller has no knowledge nor has received a notice of any contemplated or proposed moratorium or similar impediment to land development, building construction, or hook-A describes each up to usage of water or sewer or other utility services that could materially adversely affect the use of the Easement Facilities included Real Property as it is currently being utilized;
4.9.5 The Real Property are in compliance with all applicable zoning ordinances, local building codes and ordinances or are operating under a valid zoning variance; the use and operation of the Nursing Home as a nursing home is a permitted use under the applicable zoning code(s); Seller has received no notice that the Nursing Home is in violation, which violation has not been cured, of local building codes, ordinances or zoning laws; and the consummation of the transactions set forth herein will not result in a violation of any applicable zoning ordinance or the termination of any applicable zoning variance now existing;
4.9.6 Seller has not received any notice which currently remains uncured that indicates that Seller has failed to obtain any license, permit, approval, certificate or other authorizations required by applicable statutes, laws, ordinances or regulations for the use and occupancy of the Real Property;
4.9.7 No part of the Real Property contains or is located within any tideland, wetland, or marshland or any similar areas;
4.9.8 There are no parties other than Tandem Ohio or its sublessee thereto in possession of the AssetsReal Property or any portion thereof as managers, lessees, tenants, or trespassers and the Real Property is not subject to any lease, license, form of use or occupancy agreement other than the Assignment of Leases to Tandem Ohio and any sublease by Tandem Ohio;
4.9.9 There is access to the Real Property from a dedicated public right-of-way. All No fact or condition exists which would result in the termination or reduction of the current access to or from the Real Property to such Easement Facilities right-of-way;
4.9.10 There is available to the Real Property propane gas, water, sanitary sewer lines, storm sewers, electrical, and telephone services in operating condition which are adequate for use of the Real Property for the operation of the nursing home located either on the Premises. The Real Property has access to utility lines located in a dedicated public right-of-way. There is no, and on the Closing Date, there will be no, pending or threatened governmental or third party proceeding which would impair or result in the termination of such utility availability;
4.9.11 Seller has not received and has no actual knowledge of any notice or request, formal or informal, from any insurance company or board of fire underwriters (i) land owned by identifying any defects in the Sellers buildings or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17improvements on the Premises that would adversely affect the insurability of the nursing home located on the Premises, or (ii) requesting the Existing Easements performance of any demolition, repairs, alteration or other work with respect to the nursing home located on the Premises;
4.9.12 Seller has no knowledge and Seller has not received a notice of any public rights-of-way pursuant improvements which have been ordered to Law or authorization of the applicable Governmental Entity. There be made and/or which have not heretofore been assessed, and there are no pending orspecial, general or other assessments pending, threatened against, affecting or to affect the buildings or improvements on the Premises; and
4.9.13 No public or private nuisance condition concurrently exists or has existed prior to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not validdate hereof on, or that with respect to, the Sellers’ use thereof is, or the transfer thereof Real Property.
4.9.14 Notwithstanding anything contained in this Agreement to the Purchaser would becontrary, in violation Seller shall have no obligation or liability (whether arising through representation, warranty or otherwise) regarding any lien, encumbrance, condition or other matter that either (a) was created by or on behalf of the terms Buyer or a related entity of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereofBuyer, or (yb) use arose in connection with Buyer’s or a related entity of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization Buyer’s obligations under its lease of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all Premises or any assignment of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsame.
Appears in 1 contract
Sources: Asset Purchase Agreement (Tandem Health Care, Inc.)
Real Property. (ai) Schedule 4.4(a3.1(n)(i) indicates hereto identifies all the real property owned, or which will be owned, by map attached thereto the Site and each other parcel ▇▇▇▇▇▇▇▇ or its Subsidiaries as of the Real Property Closing, as well as all contracts, agreements or options to acquire other real property, or to sell or lease owned property, in each case, binding on ▇▇▇▇▇▇▇▇ or any of its Subsidiaries. Except as disclosed in Schedule 3.1(n)(i), ▇▇▇▇▇▇▇▇ and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of its Subsidiaries have good, valid and has valid insurable title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by all such Seller, real property and all improvements located thereon free and clear of all Liens arising byLiens, through or under Sellers, other than except Permitted Liens.
(bii) The Sellers have not received written notice from any Governmental Entity that a portion of Schedule 3.1(n)(ii) hereto identifies the real property ("Leased Real Property") leased, subleased, occupied or used by ▇▇▇▇▇▇▇▇ or any building of its Subsidiaries pursuant to a Lease or improvement other agreement (each such Lease or other similar agreement being hereinafter referred to as a "▇▇▇▇▇▇▇▇ Lease") and ▇▇▇▇▇▇▇▇ or its Subsidiaries owns or leases the improvements located thereon, currently violates on such Leased Real Property. Neither ▇▇▇▇▇▇▇▇ nor any Law of its Subsidiaries has received any written notification that it is in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) default with respect to matters of Environmental Law any ▇▇▇▇▇▇▇▇ Leases pursuant to which it occupies or compliance of the uses any Leased Real Property therewith. Except for and/or such improvements nor, to the knowledge of ▇▇▇▇▇▇▇▇, are there any applicable Permitted Lien, no Real Property is subject to disputes between any written governmental decree Person and ▇▇▇▇▇▇▇▇ or order specifically issued any of its Subsidiaries with respect to such Real Property (or▇▇▇▇▇▇▇▇ Leases, which default or dispute would materially adversely affect the right of ▇▇▇▇▇▇▇▇ or its Subsidiaries to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any remain in possession of the Real Property property in question or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance adversely affect in any material respect the ability to use such property for its current use. Except as set forth in Schedule 3.1(n)(ii), ▇▇▇▇▇▇▇▇ and its Subsidiaries have performed all obligations required to be performed by them to date under, and are not in default in respect of, any ▇▇▇▇▇▇▇▇ Lease, and no event has occurred which, with applicable Law due notice or authorization lapse of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7time or both, would constitute such a default, except for such obligations, the Sellers shall convey all non-performance of their rightwhich, title and such defaults, the existence of which, in each case, would not result in a termination or cancellation of any Lease (or other such agreement) or which would not otherwise, individually or in the aggregate, have a Material Adverse Effect with respect to ▇▇▇▇▇▇▇▇. To the knowledge of ▇▇▇▇▇▇▇▇, no other party to any ▇▇▇▇▇▇▇▇ Lease or such other agreement is in default in respect thereof, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default, except for defaults which, individually or in the aggregate, would not have a Material Adverse Effect with respect to ▇▇▇▇▇▇▇▇. Except as disclosed in Schedule 3.1(n)(ii), either ▇▇▇▇▇▇▇▇ or a Subsidiary of ▇▇▇▇▇▇▇▇ has a valid leasehold interest in and each Leased Real Property subject to the Existing Easements a ▇▇▇▇▇▇▇▇ Lease, which leasehold interest is free and clear of all Liens arising byLiens, through or under the Sellers, other than except Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.
Appears in 1 contract
Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all real property leased to the Seller (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel including, without limitation, complete legal descriptions for all of the Real Property Estate). The Seller does not own and indicates has never owned any real property. The Seller has delivered to the Buyer correct and complete copies of the Leases. With respect to the Real Estate:
(i) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect;
(ii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification, or acceleration thereunder;
(iii) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease;
(iv) to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal;
(v) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Sellers owning each parcel of Leases or its rights thereunder;
(vi) to the Seller's Knowledge, all facilities on the Real Property. Each such Seller is Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(vii) to the Seller's Knowledge, the owner of each leased facility has good and has valid marketable title to each the underlying parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Sellerreal property, free and clear of all Liens arising byany Security Interest, through or under Sellerseasement, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Propertycovenant, or any building or improvement located thereonother restriction, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health except for Permitted Real Estate Encumbrances and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and Seller's leasehold interest in each Lease has priority over any other interest except for the fee interest therein and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSReal Estate Encumbrances.
Appears in 1 contract
Real Property. The Disclosure Schedule sets forth a description of all real property of Viral owned, leased or subject to a purchase contract or lease commitment, detailing which properties are owned and which are leased, with a brief description of all buildings and structures thereon (asometimes collectively, the "Real Property"). A copy of any such deed, purchase contract or lease (with amendments) Schedule 4.4(a) indicates by map is attached thereto to the Site and each other parcel of Disclosure Schedule. With respect to the Real Property that is owned by Viral and indicates identified on the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid Disclosure Schedule, title to each parcel of the such Real Property indicated on Schedule 4.4(a) as being owned by such Selleris, and at the Effective Time shall be, except to the extent identified in the Disclosure Schedule, good and marketable, fee simple, free and clear of all Liens arising byliens, through encumbrances, adverse claims and other matters affecting Viral's title to or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion possession of the such Real Property, or any building or improvement located thereonincluding, currently violates any Law but not limited to, all encroachments, boundary disputes, covenants, restrictions, easements, rights of way, mortgages, security interests, leases, encumbrances and title objections, excepting only (i) liens for real estate taxes not yet due and payable and (ii) such easements, restrictions and covenants presently of record which will not, in any material respect, including those Laws relating Meridian's sole judgment (which judgment will be exercised prior to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, closing to the Sellers’ Knowledgeextent such easements, any threatened restrictions and covenants have been disclosed in the Disclosure Schedule), interfere with or proposed order) requiring the repair, removal or alteration impair Meridian's intended use of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each reduce the value of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements Real Property, which easements, restrictions and covenants are not valid, or listed on the Disclosure Schedule in a manner so that the Sellers’ use thereof isReal Property to which they relate is readily identifiable (collectively, or the transfer thereof "Permitted Encumbrances"). At closing, title to the Purchaser would Real Property owned by Viral shall be insurable by Meridian by a title insurance company reasonably satisfactory to Meridian, at such company's regular rates pursuant to an ALTA 1987 owner's form of policy, free of all exceptions except the aforesaid easements, restrictions and covenants to the extent not objectionable to Meridian. Copies of any existing title insurance policies shall be delivered to Meridian upon execution of this Agreement. Except as set forth in the Disclosure Schedule, all real estate and the buildings located thereon are in compliance in all material respects with applicable zoning laws and regulations. All buildings and structures owned or leased by Viral, and the mechanical components (including HVAC systems), roofs, fixtures and equipment located therein or thereon, are now, and at the Closing Date will be, in violation good operating condition and repair, subject only to normal maintenance and repair, fit for the uses for which they are intended, and no material repairs will need to be made as of the terms of such Existing Easement or any Lien affecting Closing Date to continue the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title buildings and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSstructures as presently used.
Appears in 1 contract
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted LiensThe Company does not own any real property.
(b) The Sellers have not received written notice from any Governmental Entity that a portion Section 2.9 of the Disclosure Schedule lists all real property leased or subleased by the Company (the “Leased Real Property, ”). The Company has made available to Buyer correct and complete copies of the leases and subleases (as amended to date) listed therein and none of the leases or any building or improvement located thereon, currently violates any Law subleases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Buyer. The Company does not use or occupy any real property other than the Leased Real Property. With respect to each such lease and sublease to which the Company is a party:
(i) the lease or sublease is a valid, binding and enforceable obligation of the Company (except as the foregoing may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those Laws limiting the availability of specific performance, injunctive relief, and other equitable remedies and those providing for equitable defenses);
(ii) except as set forth on Section 2.9 of the Disclosure Schedule, the lease or sublease will continue to be valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing (except as the foregoing may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to zoningor affecting the rights of creditors generally and by equitable principles, buildingincluding those limiting the availability of specific performance, land useinjunctive relief, health and safetyother equitable remedies and those providing for equitable defenses);
(iii) neither the Company, firenor to the Company’s knowledge, airany other party to the lease or sublease, sanitation and noise control; providedis in material breach or default, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (orand, to the Sellers’ KnowledgeCompany’s knowledge, no event has occurred which, with notice or lapse of time, would constitute a material breach or default or permit termination, modification or acceleration thereunder;
(iv) the Company has not received any threatened written notice of termination or proposed order) requiring the repair, removal or alteration cancellation of any improvement located on such Real Property.lease or sublease or written notice that the Company is in material default under any such lease or sublease; and
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (iiv) the Existing Easements Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) encumbered any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance interest in any material respect with applicable Law leasehold or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSsubleasehold.
Appears in 1 contract
Sources: Stock Purchase and Sale Agreement (Microstrategy Inc)
Real Property. (a) Schedule 4.4(a2.1(d) indicates contains a complete and accurate list and brief description of all Leased Real Property and the improvements (including buildings and other structures) located on such Leased Real Property (including a brief description of the use to which such property is being employed and, in the case of any such property which is leased, the termination date or notice requirement with respect to termination, annual rental, additional rent and renewal or purchase options and rights of first refusal). Schedule 2.1(d) lists all guarantees of such Leases, given by map attached thereto Seller or any other Person. Complete and correct copies of all such Leases, title insurance policies and guarantees have been delivered by Seller to Buyer as of the Site date hereof;
(b) Except as provided in Schedule 2.1(d), Seller has not received any notice of a pending or contemplated annexation or condemnation or similar proceedings affecting, or which may affect, all or any portion of the Real Property;
(c) The tenancies described on Schedule 2.1(d) constitute all of the written and oral agreements which grant rights of use or possession with respect to the Real Property; except as otherwise noted on Schedule 2.1(d), (i) the Leases described on Schedule 2.1(d) are valid and subsisting and in full force and effect, have not been amended, modified or supplemented and the tenants, licensees or occupants thereunder are in actual possession, (ii) no landlord or sub-landlord has asserted any claim which would in any way affect the relevant tenant's (or subtenant's) right of use, possession or occupancy, (iii) there are no pending summary proceedings or other legal actions for eviction of any such tenant (or subtenant), (iv) no notice of default or breach on the part of the tenant (or subtenant) under any of the Leases has been received by Seller from the landlord or sub-landlords thereunder, (v) all decorating, repairs, alterations and other work required to be performed by the tenant (or subtenant) under each of the Leases has been performed, and (vi) no consent is necessary from any of the landlords or sub-landlords with regard to the consummation of the transactions contemplated by this Agreement. No landlord or sub-landlord under any of the Leases has any right or option to terminate the Lease for any reason other parcel than a default thereunder by the applicable tenant (or subtenant) of the Real Property and indicates no landlord or sub-landlord has a "put" option with regard to any such Real Property. The copies of the Leases delivered to SFX constitute the sole agreements binding upon Seller with respect to the Real Property. The rents set forth in Schedule 2.1(d) are the actual rents, income and charges presently being paid by Seller under the Leases. No security deposits have been paid by any tenants (or the Sellers owning each parcel subtenants) of the Real Property. Each , except as set forth on Schedule 2.1(d);
(d) Those management agreements and operating agreements listed on Schedule 2.1(d) constitute all of the written and oral agreements for the provision of management and/or operating services to the Real Property typically performed by real estate management companies (as opposed to agreements pertaining to the operation of Seller's business located on the Real Property, such Seller as booking or promotion agreements) and all such agreements are terminable upon 30 days notice by the party to whom services are being provided thereunder;
(e) Except as set forth on Schedule 2.1(d), all Real Property constitutes separate tax lots which are not owned in common with any other party, and ad valorem real estate taxes have been assessed against each such lot as a separate tax lot without regard to property owned by any other party;
(f) Except as set forth on Schedule 2.1(d), all Real Property is serviced by a public sanitary sewer, not a septic system;
(g) The existing parking areas and the owner existing number of parking spaces located at the Real Property, as set forth on Schedule 2.1(d), comply, to the best of Seller's knowledge, with all applicable laws, rules, regulations, codes and has valid title to each parcel ordinances and approved site plans and, except as set forth on Schedule 2.1(d), all such parking areas are located within the boundaries of the Real Property indicated and there exist no concessions or reciprocal easement agreements relating to parking areas located outside the Real Property which are necessary to afford Seller with sufficient parking to comply with Legal Requirements; and all such parking areas not located within the boundaries of the Real Property are subject to definitive written agreements between Seller and the owner of such parking areas, true, correct and complete copies of which have been delivered to Buyer;
(h) Except as set forth on Schedule 4.4(a2.1(d), there are no commissions or other compensation now or hereafter payable to any broker or other agent under any written or oral agreement or understanding with such broker or agent in relation to any of the leases to which Seller is a party or any extension thereof. With respect to any and all such brokerage commissions, Seller covenants and agrees to pay any such brokerage commissions or compensation at or prior to the Closing Date;
(i) All certificates, permits and licenses from any Governmental Body having jurisdiction over the Real Property which are necessary to permit the lawful use and operation of the buildings and improvements on or constituting the Real Property as being owned by such they presently exist have been obtained, and are now, and will continue to be at all times before the Closing Date, in full force and effect, and, to the best of the knowledge of Seller, free there is no pending threat of modification, cancellation, termination or expiration of any such certificate, permit, approval or license; no buildings or improvements located on or constituting the Real Property depend on any dedication, variance, subdivision, special exception or other special governmental approval for their continuing legality under all current applicable governmental laws, regulations and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.ordinances;
(bj) The Sellers All utilities required for the operation of the Real Property either enter the Real Property through adjoining public streets or, if they pass through adjoining private land, do so in accordance with valid public easements or private easements; all of said public utilities are installed and operating; and all installation and connection charges have been or will be paid in full prior to the Closing Date;
(k) Seller has received no notices of default from any third party who shall be benefited by any covenant, restriction, condition or agreement contained in any instrument affecting the Real Property, and, to the best of Seller's knowledge, there is no violation of any such covenant, restriction, condition or agreement;
(l) Except as set forth on Schedule 2.1(d), no existing improvements on the land constituting any part of the Real Property violate any building setback lines shown on a plot of subdivision recorded or filed in the public records;
(m) There are no charges, complaints, actions, proceedings or investigations pending or, to the best of the knowledge of Seller, Threatened against or involving the Real Property or Seller as owner of the Real Property; the Real Property complies with all applicable Legal Requirements, including, to the best of the Seller's knowledge, the Americans with Disabilities Act;
(n) Seller has not received written any notice from any Governmental Entity that insurance company which has issued a policy with respect to the Real Property or from any landlord of the Real Property requesting performance of any structural or other repairs or alterations to the Real Property;
(o) To the best of Seller's knowledge, (i) the improvements constituting a part of the Real Property are structurally sound (including, without limitation, structural walls, foundation and roof), and the building systems servicing the same (i.e., heating, ventilation, air conditioning, electrical, plumbing, fire detection and sprinklering) are in good working order, and (ii) all parking areas drain efficiently and in compliance with applicable Legal Requirements;
(p) There are no mechanics', materialmen's or similar liens against the Real Property or any portion thereof, except for work performed with the prior written consent of SFX;
(q) No current zoning, building or similar law, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on or constituting the Real Property (the "Structures") or by the continued maintenance, operation or use of the parking areas as long as said maintenance, operation or use does not materially change from the current maintenance, operation or use. Seller does not have any knowledge of any pending, Threatened or contemplated changes to any zoning, building or similar law, ordinance, order or regulation which may affect the maintenance, operation or use of the Real Property; and all of the Real Property is used in compliance with applicable zoning classifications;
(r) There are no violations of any federal, state or municipal laws, ordinances with regard to any portion of the Real Property and no written notice of any such violation has been issued by any Governmental Body; and no heating equipment, garbage disposal, compactor, incinerator or other burning equipment at the Real Property violates any applicable federal, state or municipal law, ordinance, order, regulation or requirement;
(s) No assessments or impact fees for public improvements have been made or charged or, to the best of the knowledge of Seller, are proposed against the Real Property, including, but not limited to, those for street widenings, intersection restructurings, construction of traffic signals, sewer, water, gas and electric lines and mains, streets, roads, sidewalks and curbs;
(t) Seller is not a foreign person within the meaning of Section 1445 of the Code. At the Closing, Seller shall deliver an executed certificate in the applicable form set forth in Treasury Regulation Section 1.1445-2(b)(2);
(u) Except as set forth on Schedule 2.1(d) and except for ad valorem real estate taxes not yet due and payable, Seller has no knowledge of any assessment (for real estate taxes, sewer, water, or other municipal improvements, or not-for-profit associations) payable in annual installments, or any part thereof, which has or may become a Lien on the Real Property or any part thereof, nor of any pending special assessments affecting the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, howeverpart thereof;
(v) Except as set forth on Schedule 5.4, no representation is made in this Section 4.4(b) with respect covenants or restrictions, easements or other agreements, if any, to matters of Environmental Law or compliance which Buyer will take title of the Real Property therewith. Except provide for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers forfeiture or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17reverter, or (ii) the Existing Easements payment of liquidated damages in the event of violation thereof, nor do they impose any restriction on alteration or public rights-of-way pursuant to Law or authorization demolition of any of the applicable improvements on the Real Property; nor do same provide for a private charge or assessment or an option to purchase, right of first refusal or the prior approval of any Person having an interest therein;
(w) Except as set forth on Schedule 2.1(d), all of the Real Property abuts upon a physically open street which has been completed, dedicated and accepted by the Governmental Entity. There are no pending Body having jurisdiction over such street for use as an open public street and the Seller has legal, unobstructed and vehicular and pedestrian access thereto; and
(x) None of the Real Properties is delineated as or, to the Knowledge best of the SellersSeller's knowledge, threatened claims that constitutes (xi) "wetlands" as defined under any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, Legal Requirement or (yii) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSa buffer area relating thereto.
Appears in 1 contract
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property and indicates the The Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted LiensEntities do not own any real property.
(b) The Sellers Section 3.13(b) of the Disclosure Schedules contains a list of each Contract, including, without limitation, those executed Contracts that are effective at a later date than the date hereof, pursuant to which the Seller Entities leases, subleases, uses or occupies any real property owned by another Person (“Leases”), and all written subleases, licenses or other Contracts under which the Seller Entities have not received written notice from granted any Governmental Entity that a Person the right of use or to occupy any portion of the Real Propertyreal property leased by the Seller Entities pursuant to a Lease. The Seller Entities have Made Available to Buyer true, or any building or improvement located thereon, currently violates any Law in any material respectcorrect and complete copies of all Leases, including those Laws relating to zoningReal Property Leases, buildingthe Excluded Leases and any other subleases, land useincluding all amendments, health modifications, supplements, renewals, extensions and safetyguarantees related thereto, fireas of the date hereof. Each Lease is valid, air, sanitation binding and noise control; provided, however, enforceable in accordance with its terms and is in full force and effect and (i) there are no representation is made in this Section 4.4(b) material disputes with respect to matters of Environmental Law or compliance of each Lease, (ii) neither the Real Property therewith. Except for any applicable Permitted LienSeller Entities, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (ornor, to the Sellers’ KnowledgeKnowledge of Seller, any threatened other party to any such Lease, is in material breach or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17violation of, or material default under, such Lease, (iiiii) the Existing Easements no event has occurred or public rights-of-way pursuant failed to Law occur or authorization of the applicable Governmental Entity. There are no pending circumstance exists or, to the Knowledge of Seller, is threatened, which, with the Sellersdelivery of notice, threatened claims that the passage of time or both, would constitute such a material breach or default, or permit the termination, modification or acceleration of rent under such Lease, (xiv) except as provided in Section 3.13(b) of the Disclosure Schedules, none of the Seller Entities’ interest in any of the Existing Easements are not validLeases has been assigned, pledged or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance hypothecated in any material respect with applicable Law manner, and (v) no written waiver, indulgence or authorization postponement of the applicable Governmental Entity with jurisdiction over counterparty’s obligations under any of the use thereofLeases has been granted by the Seller Entities. Subject to Except as set forth in Section 6.73.13(b) of the Disclosure Schedules, no Consent by the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or lessors under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSLeases is required in connection with the consummation of the Transactions.
Appears in 1 contract
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and 3.6 sets forth a description of each other parcel of real property or interest in real estate owned (or a plat depicting the location of easement interests), held under lease (or sublease) or otherwise used by Seller (including pursuant to an easement or license) and included in the Purchased Assets (the "Real Property").
(b) Except as disclosed in Schedule 3.6, Seller:
(i) owns and has good and defensible title in fee simple to the Real Property designated as "owned property" in Schedule 3.6 free and indicates the clear of all Encumbrances, limited in each case to matters arising by, through or under Seller or the Sellers owning each parcel (other than arising in connection with a transaction between Seller and any Affiliate of the Real Property. Each such Seller is the owner of and has valid title Seller) other than Permitted Encumbrances;
(ii) with respect to each parcel of the Real Property indicated on that is designated as "leased property" or "non-owned property" in Schedule 4.4(a) as being owned by 3.6, is the holder of the real estate right and interests reflected in such Sellerleases, easements and licenses, free and clear of all Liens Encumbrances other than Permitted Encumbrances; and
(iii) has reasonable rights of ingress and egress to and from all the Real Property from and to the public street systems for all customary street, road and utility purposes.
(c) Seller has not received any notice of any appropriation, condemnation or like proceeding relating to or affecting the Real Property or any part thereof, and, to Seller's Knowledge, no such proceeding has been threatened or commenced. No condemnation judgment or deed granted thereunder prohibits transfer to Buyer where called for by this Agreement of the interest in real estate acquired thereunder by Seller (or its predecessor).
(d) There are no outstanding rights of first refusal or options to purchase all or any part of the Real Property or any other right of participation in any of the Real Property designated as "owned property" in Schedule 3.6 arising by, through or under SellersSeller, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion and, to Seller's Knowledge, there are no outstanding rights of the Real Property, first refusal or options to purchase all or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any part of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each right of the Easement Facilities included within the Assets. All such Easement Facilities are located either participation in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, Real Property designated as "leased property" or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, "non-owned property" in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens Schedule 3.6 arising by, through or under Seller.
(e) Each agreement granting Seller an interest in the Sellers"non-owned property" in Schedule 3.6 is valid and binding in all material respects and is in full force and effect. Except as set forth in Schedule 3.6(e) (or as set forth in the applicable lease), there are no rents, licenses, fees or other sums and charges payable by Seller under any of the agreements relating to "non-owned property" or "leased property". Except as set forth in Schedule 3.6(e), there are no uncured defaults by Seller under any of the agreements relating to "non-owned property" and, to Seller's Knowledge, no event has occurred and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default or termination event or condition.
(f) All transmission lines included in the Purchased Assets were constructed, and have been operated and maintained, in accordance with Good Utility Practice. Seller has provided to Buyer a copy of each Certificate of Public Convenience and Necessity issued by the ICC and Known to Seller with regard to such transmission lines, and such certificates remain in force and effect or have been superseded by a blanket Certificate of Public Convenience and Necessity which remains in full force and effect. All Purchased Assets with such certificates were constructed and have been operated and maintained in accordance with the applicable Certificate of Public Convenience and Necessity. As of the date of this Agreement, the ICC has not directed (whether by Certificate, order under Section 8-503 of the Illinois Public Utilities Act, or otherwise) the construction or operation by Seller of any additional or modified facilities (other than Permitted Liensradial distribution facilities) any portion of which would operate at a nominal voltage of 100,000 volts or above. The Easement Facilities Except as set forth on Schedule 3.6(f), Seller has not agreed to construct or operate any additional or modified facilities (other than radial distribution facilities) any portion of which would operate at a nominal voltage of 100,000 volts or above.
(g) Schedule 3.6(g) lists the only municipalities in which Seller's transmission assets are being transferred AS-ISlocated in the municipal public rights of way.
(h) Except as set forth on Schedule 3.6(h), WHERE-ISthe transmission lines pursuant to which Seller is transmitting electricity are located on, WITH ALL FAULTSabove or below the Real Property described in Schedule 3.6.
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Real Property. (a) Schedule 4.4(a4.6 contains a true, correct and complete list of all real property owned or leased by the Bank, including non-residential other real estate (the “Bank Real Property”). Within five business days following the date of this Agreement, the Bank will deliver to FBC (i) indicates by map attached thereto the Site true, correct and complete copies of all deeds, surveys, title insurance policies and leases for each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated properties listed on Schedule 4.4(a4.6, and (ii) as being owned by such Sellertrue, free correct and clear complete copies of all Liens arising bymortgages, through deeds of trust or under Sellers, other than Permitted Lienssecurity agreements to which such property is subject.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, No lease or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) deed with respect to matters of Environmental Law or compliance of the any Bank Real Property therewithcontains any restrictive covenant that materially restricts the use, transferability or value of such Bank Real Property. Except for any applicable Permitted LienEach of such leases is a legal, valid and binding obligation enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (existing material defaults by the Bank or, to the Sellers’ Knowledgeknowledge of the Bank, the other party thereunder, and, to the knowledge of the Bank, there are no allegations or assertions of such by any threatened party under such agreement or proposed order) requiring any events, acts or omissions that with notice or lapse of time or the repairhappening or occurrence, removal or alteration failure to occur, of any improvement located on such Real Propertyother event would constitute a material default thereunder.
(c) The structuresTo the knowledge of the Bank, fixturesnone of the buildings and structures located on any Bank Real Property, buildingsnor any appurtenances thereto or equipment therein, improvements nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Bank Real Property, except for those violations and equipment (including encroachments which in the Facilities) aggregate could not reasonably be expected to cause a Material Adverse Effect on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTSBank. There No condemnation proceeding is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ KnowledgeBank’s knowledge, threatened against threatened, which would preclude or materially impair the use of any of the Bank Real Property or any improvement thereonin the manner in which it is currently being used.
(d) Schedule 1.1-A describes each The Bank has good and indefeasible title to, or a valid and enforceable leasehold interest in, all Bank Real Property and all improvements thereon, and all personal and intangible properties reflected in the Bank’s unaudited statement of condition dated as of September 30, 2006 (as included in the Easement Facilities included within the Assets. All such Easement Facilities are located either in Interim Financial Statements) or acquired subsequent thereto, subject to no liens, mortgages, security interests, encumbrances or charges of any kind except (i) land owned by as noted in the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17Interim Financial Statements, or (ii) statutory liens not yet delinquent, (iii) minor defects and irregularities in title and encumbrances which do not materially impair the Existing Easements or public rights-of-way pursuant to Law or authorization use thereof for the purposes for which they are held, and (iv) those assets and properties disposed of for fair market value in the ordinary course of business since the date of the applicable Governmental Entity. There Interim Financial Statements.
(e) All buildings and other facilities used in the business of the Bank are no pending in adequate condition (ordinary wear and tear excepted) and, are free from defects which could materially interfere with the current or, to the Knowledge of the SellersBank’s knowledge, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) future use of such public rights-of-way is not in compliance in any material respect facilities consistent with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSpast practices.
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Sources: Agreement and Plan of Reorganization (Franklin Bank Corp)
Real Property. (ai) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel None of the Real Property and indicates Companies owns any real property (the Seller or the Sellers owning each parcel of the “Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens”).
(bii) The Sellers have not received written notice from any Governmental Entity that a portion Section 4(k)(ii) of the Disclosure Schedule lists and briefly describes all parcels of Real Property, Property leased or subleased to or by any building or improvement located thereon, currently violates Company by any Law in any material respect, including those Laws relating other Person. The Seller Entities have made available to zoning, building, land use, health the Buyer correct and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance complete copies of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to leases and subleases listed in Section 4(k)(ii) of the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.Disclosure Schedule and:
(cA) The structureseach such lease or sublease is legal, fixturesvalid, buildingsbinding, improvements enforceable, and equipment in full force and effect;
(including B) the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any consummation of the Real Property transactions contemplated hereby is not an event of default under any such lease or any improvement thereon.sublease;
(dC) Schedule 1.1-A describes each none of the Easement Facilities included within the Assets. All such Easement Facilities Companies, Seller and Parent are located either in (i) land owned by the Sellers breach or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending ordefault and, to the Knowledge of the SellersSeller Entities, threatened claims that (x) any no event has occurred which, with notice or lapse of the Existing Easements are not validtime, would constitute a breach or default or permit termination, modification, or that the Sellers’ use thereof isacceleration under any lease or sublease, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free Knowledge of the Seller Entities, (I) no other party is in breach or default under any such lease or sublease and clear (II) no event has occurred which, with notice or lapse of all Liens arising bytime, through would constitute a breach or default or permit termination, modification, or acceleration under any such lease or sublease;
(D) none of the SellersCompanies, Seller and Parent have repudiated any provision of any lease or sublease, and to the Knowledge of the Seller Entities, no other than Permitted Liens. The Easement Facilities party has repudiated any provision of any such lease or sublease;
(E) to the Knowledge of the Seller Entities, there are being transferred AS-ISno oral agreements or forbearance programs in effect as to any such lease or sublease; and
(F) none of the Companies has assigned, WHERE-IStransferred, WITH ALL FAULTSconveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold.
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Real Property. (a) Schedule 4.4(a) indicates by map attached thereto 3.20 to this Agreement contains complete and accurate legal descriptions of each parcel of Real Property owned, leased or occupied under permit. To the Site and each other parcel Company's Knowledge, all of the Real Property Leases are valid and indicates the Seller in full force, and there does not exist any default or the Sellers owning each parcel event that with notice or lapse of the Real Property. Each such Seller is the owner of and has valid title to each parcel time, or both, would constitute a default under any of the Real Property indicated Leases.
(b) Except as set forth on Schedule 4.4(a3.20: (i) all the buildings, fixtures and leasehold improvements used by the Company and the Subsidiary in the Business are located on the Real Property; (ii) each parcel of Real Property abuts on at least one side a public street or road in a manner so as being owned to permit reasonable, customary and adequate vehicular and pedestrian ingress, egress and access to such parcel, or has adequate easements across intervening property to permit reasonable, customary and adequate vehicular and pedestrian ingress, egress and access to such parcel from a public street or road; and (iii) there are no restrictions on entrance to or exit from the Real Property to adjacent public streets and no conditions which will result in the termination of the present access from the Real Property to existing highways or roads.
(c) Subject to any exceptions set forth in the Existing Title Commitment, each of the Company and the Subsidiary has good and marketable fee simple title to its Owned Real Property, and good and marketable leasehold interests to the property leased by such Sellerthe Company or the Subsidiary, in each case, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of . Except for the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is Leases and subject to any written governmental decree or order specifically issued with respect to such Real Property (orexceptions set forth in the Existing Title Commitment, to the Sellers’ Company's Knowledge, there is no unrecorded or undisclosed legal or equitable interest in any threatened Real Property owned or proposed order) requiring the repair, removal or alteration of claimed by any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on Person. Subject to the Real Property are being transferred at Leases, each of the Closing AS-ISCompany and the Subsidiary has enjoyed the continuous and uninterrupted quiet possession, WHERE-IS, WITH ALL FAULTSuse and operation of its Real Property without any material complaint or objection by any Person. There is exists no condemnation, expropriation unfulfilled obligation on the part of the Company or similar proceeding pending or, the Subsidiary to the Sellers’ Knowledge, threatened against dedicate or grant an easement or easements over any portion or portions of any of the Real Property or to any improvement thereonAuthority.
(d) Schedule 1.1-A describes each All real estate Taxes and assessments which may be due and payable with respect to the Real Property have been paid.
(e) Neither the Company nor the Subsidiary has received any notice of any special Tax assessment affecting any property owned or leased in connection with the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17Business, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending orand, to the Knowledge of the SellersCompany's Knowledge, threatened claims that (x) any of the Existing Easements no such assessments are not valid, pending or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7, the Sellers shall convey all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSthreatened.
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Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel None of the Real Property Target and indicates the Seller or the Sellers owning each parcel its Subsidiaries owns any real property. Section 4(l) of the Real PropertyDisclosure Schedule lists and describes briefly all real property leased or subleased to any of the Target and its Subsidiaries. Each such Seller is True, correct and complete copies of the owner leases and subleases, and all amendments thereto, listed in Section 4(l) of and has valid title the Disclosure Schedule (as amended to date), are attached to the Disclosure Schedule. With respect to each parcel lease and sublease listed in Section 4(l) of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.Disclosure Schedule:
(bi) The Sellers have not received written notice from any Governmental Entity that a portion the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(ii) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the Real Propertytransactions contemplated hereby and any and all necessary consents to the transactions contemplated in this Agreement have been, or by the Closing shall have been, obtained;
(iii) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(iv) no party to the lease or sublease has repudiated any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(bprovision thereof;
(v) with respect to matters of Environmental Law or compliance of each sublease, the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued representations and warranties set forth in subsections (i) through (iv) above are true and correct with respect to such Real Property the underlying lease;
(orvi) there are no material disputes, oral agreements, or forbearance programs in effect as to the Sellers’ Knowledge, any threatened lease or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.sublease;
(cvii) The structuresnone of the Target and its Subsidiaries has assigned, fixturestransferred, buildingsconveyed, improvements and equipment mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; and
(viii) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including material licenses and permits) required in connection with the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default operation thereof, or (y) use of such public rights-of-way is not and have been operated and maintained in compliance in any material respect accordance with applicable Law or authorization of the applicable Governmental Entity with jurisdiction over the use thereof. Subject to Section 6.7laws, the Sellers shall convey rules, and regulations in all of their right, title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other than Permitted Liens. The Easement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTSmaterial respects.
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