Tangible Property. (a) Section 5.14(a) of the Parent Disclosure Schedule contains a true, correct and complete list of (i) each item of real property (excluding leasehold improvements) owned, as of the date hereof, by Parent or any Parent Subsidiary (“Parent Owned Real Property”), (ii) each item of real property leased from a third party, as of the date hereof, by Parent or any Parent Subsidiary (“Parent Leased Real Property”), the name of the third party lessor(s) thereof, the date and term of the lease contract and the rental rate relating thereto and all amendments thereof. Except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, either Parent or a Parent Subsidiary has (i) legal, valid and marketable title to, and enjoys peaceful and undisturbed possession of, all Parent Owned Real Property owned by it, and (ii) a valid and subsisting leasehold interest in, and enjoys peaceful and undisturbed possession of, all Parent Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. There are no pending or, to the knowledge of Parent, threatened condemnation proceedings relating to, or any pending or, to the knowledge of Parent, threatened Actions relating to, Parent’s leasehold interests in such Parent Leased Real Property or any portion thereof. Except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, (i) each lease to which Parent or any Parent Subsidiary is a party with respect to the Parent Leased Real Property is in full force and effect and represents a legally valid and binding obligation of Parent or the Parent Subsidiary which is a party thereto, and to the Knowledge of Parent, represents a legally valid and binding obligation of the other parties thereto, (ii) each of Parent and the Parent Subsidiaries has performed, in all material respects, all obligations required to be performed by it under each of the leases with respect to the Parent Leased Real Property to which it is a party, (iii) neither Parent or any Parent Subsidiary is in material breach or violation of, or material default under, any of the leases with respect to the Parent Leased Real Property to which it is a party, nor has Parent or any Parent Subsidiary received any written notice that it has breached, violated or defaulted under any of such leases, and (iv) to the Knowledge of Parent, there is no breach by any other party or parties to any of the leases with respect to the Parent Leased Real Property. (b) Except as set forth in Section 5.14(b) of the Parent Disclosure Schedule, Parent and the Parent Subsidiaries have legal and valid title to, or in the case of leased assets and properties, valid and subsisting leasehold interests in, all of the material tangible personal assets and properties used or held for use by Parent or any Parent Subsidiary in connection with the conduct of the Parent Business, free and clear of all Encumbrances other than Permitted Encumbrances. All material personal property is in good condition, ordinary wear and tear excepted.
Appears in 1 contract
Sources: Merger Agreement (Accuride Corp)
Tangible Property. (a) Section 5.14(aSchedule 4.5(a) of the Parent Disclosure Schedule hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by the Seller primarily to conduct the operations of the Business: (i) each item parcel of real property (excluding leasehold improvements) owned, as of the date hereof, by Parent or any Parent Subsidiary the Seller (“Parent "Owned Real Property”"), (ii) each item parcel of real property leased from or to a third party, as of the date hereof, by Parent or any Parent Subsidiary the Seller (“Parent "Leased Real Property”"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date and term of the lease contract and the rental rate relating thereto and all amendments thereof, and (iii) all fixed assets owned by the Seller, as reflected in the Seller's schedule of fixed assets prepared in the ordinary course of business as of the date set forth therein. Except as set forth in Section 5.14(aSchedule 4.5(a) hereto, the Seller does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Parent Disclosure ScheduleBusiness. All of the tangible assets and properties used by the Seller pursuant to a lease or license included among the Purchased Assets shall be referred to herein, either Parent or a Parent Subsidiary has collectively, as "Leased Assets."
(b) The Seller has, and at the Closing the Seller will convey to the Purchaser and the Purchaser will acquire, (i) legallegal and valid (and in the case of Owned Real Property, valid and marketable insurable) title to, or all of the Seller's right, title and enjoys peaceful interest in and undisturbed possession ofto, all Parent Owned Real Property owned by itof the Purchased Assets, and (ii) a valid and subsisting licenses or leasehold interest in, interests in and enjoys peaceful and undisturbed possession of, to all Parent of the Leased Real Property leased by itand other Leased Assets, in each case free and clear of all Encumbrances, any Encumbrances other than Permitted Encumbrances. There are no pending or, to the knowledge of Parent, threatened condemnation proceedings relating to, or any pending or, to the knowledge of Parent, threatened Actions relating to, Parent’s leasehold interests in such Parent Leased Real Property or any portion thereof. Except as Encumbrances and those Encumbrances set forth in Section 5.14(aSchedule 4.5(b) hereto. The Seller has fee simple title to all of the Parent Disclosure Schedule, (i) each lease to which Parent or any Parent Subsidiary is a party with respect to the Parent Leased Real Property is in full force and effect and represents a legally valid and binding obligation of Parent or the Parent Subsidiary which is a party thereto, and to the Knowledge of Parent, represents a legally valid and binding obligation of the other parties thereto, (ii) each of Parent and the Parent Subsidiaries has performed, in all material respects, all obligations required to be performed by it under each of the leases with respect to the Parent Leased Real Property to which it is a party, (iii) neither Parent or any Parent Subsidiary is in material breach or violation of, or material default under, any of the leases with respect to the Parent Leased Real Property to which it is a party, nor has Parent or any Parent Subsidiary received any written notice that it has breached, violated or defaulted under any of such leases, and (iv) to the Knowledge of Parent, there is no breach by any other party or parties to any of the leases with respect to the Parent Leased Owned Real Property.
(bc) Except as set forth in Section 5.14(b) To the knowledge of the Parent Disclosure ScheduleSeller, Parent and the Parent Subsidiaries have legal and valid title to, or in the case of leased assets and properties, valid and subsisting leasehold interests in, all none of the material tangible personal assets Owned Real Property or Leased Real Property has been condemned or otherwise taken by any public authority, no condemnation or taking is threatened or contemplated and properties used none thereof is subject to any claim, contract or held law which might affect its use or value for use by Parent or any Parent Subsidiary in connection with the conduct purposes now made of the Parent Businessit, free and clear of all Encumbrances other than Permitted Encumbrances. All material personal property each thereof is in good condition, ordinary wear condition and tear exceptedrepair.
Appears in 1 contract
Sources: Asset Purchase Agreement (Benedek Communications Corp)
Tangible Property. (a) Section 5.14(a4.13(a)(i) of the Parent Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by any Acquired Company (“Owned Real Property”), including the street address thereof. Star Manufacturing International, Inc. has good and indefeasible fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 4.13(a)(ii) of the Company Disclosure Schedule contains a true, correct and complete list of (i) each item of real property (excluding leasehold improvements) ownedin which, as of the date hereofof this Agreement, by Parent any Acquired Company has a leasehold interest granted from or any Parent Subsidiary to a third party (“Parent Leased Real Property” and, together with the Owned Real Property, the “Real Property”), (ii) each item of real property leased from a third party, as including the street address of the date hereof, by Parent or any Parent Subsidiary (“Parent Leased Real Property”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date and term of the lease contract and the rental rate relating thereto and all amendments thereofthereof (each, a “Lease”). Except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, either Parent or a Parent Subsidiary Each Acquired Company has (i) legal, valid and marketable title to, and enjoys peaceful and undisturbed possession of, all Parent Owned Real Property owned by it, and (ii) a valid and subsisting leasehold interest in, and enjoys peaceful and undisturbed possession of, in all Parent Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. There are no pending or, to the knowledge of Parent, threatened condemnation proceedings relating to, or any pending or, to the knowledge of Parent, threatened Actions relating to, Parent’s leasehold interests in such Parent Leased Real Property or any portion thereof. Except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, (i) each lease to which Parent or any Parent Subsidiary is a party with respect to the Parent Leased Real Property is in full force and effect and represents a legally valid and binding obligation of Parent or the Parent Subsidiary which is a party thereto, and to the Knowledge of Parent, represents a legally valid and binding obligation of the other parties thereto, (ii) each of Parent and the Parent Subsidiaries has performed, in all material respects, all obligations required to be performed by it under each of the leases with respect to the Parent Leased Real Property to which it is a party, (iii) neither Parent or any Parent Subsidiary is in material breach or violation of, or material default under, any of the leases with respect to the Parent Leased Real Property to which it is a party, nor has Parent or any Parent Subsidiary received any written notice that it has breached, violated or defaulted under any of such leases, and (iv) to the Knowledge of Parent, there is no breach by any other party or parties to any of the leases with respect to the Parent Leased Real Property.
(b) Except as set forth in Section 5.14(b) of the Parent Disclosure Schedule, Parent and the Parent Subsidiaries have legal and valid title to, or in the case of leased assets and properties, Each Acquired Company has valid and subsisting ownership or leasehold interests in, in all of the material tangible personal assets and properties used or held leased for use by Parent or any Parent Subsidiary such Acquired Company in connection with the conduct of the Parent Business, free and clear of all Encumbrances Encumbrances, other than Permitted Encumbrances. All .
(c) As of the date of this Agreement, there are no pending, or to the Knowledge of the Company, threatened, condemnation or similar proceedings against any Acquired Company or otherwise relating to any of the Real Property, and no Acquired Company has received any written notice of the same.
(d) There are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties (other than any Acquired Company) the right of use or occupancy of any portion of any Owned Real Property.
(e) There are no outstanding options or rights of first refusal to purchase any of the Owned Real Property, or any portion thereof or interest therein.
(f) With respect to the Leased Real Property, except as set forth in Section 4.13(f) of the Company Disclosure Schedule: (i) none of the Acquired Companies has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold created by such Lease; and (ii) there are no outstanding options or rights of any party to terminate such Lease prior to the expiration of the term thereof.
(g) No Acquired Company has received written notice of any, and to the Knowledge of the Company there is no, proposed or pending proceeding to change or redefine the zoning classification of all or any portion of the Real Property.
(h) No portion of the Owned Real Property has suffered any material personal property is damage by fire or other casualty loss which has not heretofore been repaired and restored in good condition, all material respects (ordinary wear and tear excepted), except as would not, individually or in the aggregate, reasonably be expected to interfere with the Acquired Companies’ use of such Owned Real Property.
(i) The Owned Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
(j) To the Knowledge of the Company, the Owned Real Property is in material compliance with the terms and provision of any restrictive covenants, easements, or agreements affecting such Owned Real Property.
Appears in 1 contract
Sources: Merger Agreement (Middleby Corp)
Tangible Property. (a) Section 5.14(a4.14(a) of the Parent Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by an Acquired Company (“Owned Real Property”). The applicable Acquired Company has good fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. The Owned Real Property is fully licensed, permitted and authorized for the operation of the Business conducted by the Acquired Company thereon, including under all applicable Laws relating to the Business conducted thereon (including, without limitation, all zoning restrictions, land use requirements and private use restrictions). There is public ingress and egress to and from all Owned Real Property and no portion of any improvements on the Owned Real Property encroaches onto neighboring properties and no improvements from neighboring properties encroach onto any portion of the Owned Real Property. To the Knowledge of the Company, no third party has a present or future right to possession of all or any part of the Owned Real Property and no third parties have any rights to drill or explore for, collect, produce, mine, excavate, deliver or transport oil, gas, coal, or other minerals in, on, beneath, across, over, through, from or to any portion of the Owned Real Property.
(b) There are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings affecting all or any part of the Owned Real Property or any levied or pending or, to the Knowledge of the Company, proposed special assessments affecting all or any part of the Owned Real Property.
(c) Section 4.14(b) of the Company Disclosure Schedule contains a true, correct and complete list of (i) each item of real property (excluding leasehold improvements) ownedthat, as of the date hereofof this Agreement, is leased from or to a third party by Parent or any Parent Subsidiary an Acquired Company (“Parent Owned Real Property”), (ii) each item of real property leased from a third party, as of the date hereof, by Parent or any Parent Subsidiary (“Parent Leased Real Property”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date and term of the lease contract and the rental rate relating thereto and all amendments thereof. Except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, either Parent or a Parent Subsidiary The applicable Acquired Company has (i) legal, valid and marketable title to, and enjoys peaceful and undisturbed possession of, all Parent Owned Real Property owned by it, and (ii) a valid and subsisting leasehold interest in, and enjoys peaceful and undisturbed possession of, in all Parent Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. There are no pending orThe Company has made available in the Data Room, to the knowledge for each parcel of Parent, threatened condemnation proceedings relating to, or any pending or, to the knowledge of Parent, threatened Actions relating to, Parent’s leasehold interests in such Parent Leased Real Property or any portion thereof. Except as set forth in Section 5.14(a) Property, a complete and accurate copy of the Parent Disclosure Scheduleapplicable lease, (i) each lease to which Parent or any Parent Subsidiary is a party together with respect to the Parent Leased Real Property is in full force all amendments and effect and represents a legally valid and binding obligation of Parent or the Parent Subsidiary which is a party assignments thereto. Neither an Acquired Company, and nor to the Knowledge of Parentthe Company, represents a legally valid and binding obligation any landlord, is in default under any lease related to the Leased Real Property. No Acquired Company has further leased, assigned or otherwise granted to any Person the right to use or occupy any portion of the other parties thereto, (ii) each of Parent and the Parent Subsidiaries has performed, in all material respects, all obligations required to be performed by it under each of the leases with respect to the Parent Leased Real Property to which it is a party, (iii) neither Parent or any Parent Subsidiary is in material breach or violation of, or material default under, any of the leases with respect to the Parent Leased Real Property to which it is a party, nor has Parent or any Parent Subsidiary received any written notice that it has breached, violated or defaulted under any of such leases, and (iv) to the Knowledge of Parent, there is no breach by any other party or parties to any of the leases with respect to the Parent Leased Real Property.
(bd) Except With regard to the Owned Real Property located in the United Kingdom plus any Acquired Company as set forth in Section 5.14(b) owner or lessee of any of the Parent Disclosure Schedule, Parent and the Parent Subsidiaries have legal and valid title to, or Owned Real Property located in the case United Kingdom: such Owned Real Property is substantially fit for the purpose for which it is presently used and, to the Knowledge of leased assets and propertiesthe Company, there is no act or matter that would reasonably be expected to act to limit or prevent the present permitted use of such Owned Real Property.
(e) The Acquired Companies have valid and subsisting ownership or leasehold interests in, in all of the material tangible personal assets and properties used or held leased for use by Parent or any Parent Subsidiary such Person in connection with the conduct of the Parent Business, free and clear of all Encumbrances Encumbrances, other than Permitted Encumbrances. All material personal property is in good condition, ordinary wear and tear excepted.
Appears in 1 contract
Tangible Property. (a) Section 5.14(aSchedule 4.5(a) of the Parent Disclosure Schedule hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by any Acquired Company in the operation of each Acquired Company, as the case may be: (i) each item parcel of real property (excluding leasehold improvements) owned, as of the date hereof, by Parent or any Parent Subsidiary such company (“Parent as designated on Schedule 4.5(a), the "Owned Real Property”"), (ii) each item parcel of real property leased from or to a third party, as of the date hereof, by Parent or any Parent Subsidiary such company (“Parent as designated on Schedule 4.5(a), the "Leased Real Property”"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date and term of the lease contract and the rental rate relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company (other than Sioux City) as of the date set forth therein (excluding therefrom such fixed assets with an original cost of less than $10,000 or which have been fully depreciated). Except as set forth in Section 5.14(aSchedule 4.5(a) of the Parent Disclosure Schedulehereto, either Parent each Acquired Company does not own, or have a Parent Subsidiary has (i) legal, valid and marketable title to, and enjoys peaceful and undisturbed possession of, all Parent Owned Real Property owned by it, and (ii) a valid and subsisting leasehold contractual obligation to purchase or otherwise acquire any material interest in, and enjoys peaceful and undisturbed possession of, all Parent Leased Real Property leased by it, any parcel of real property which would be used or held for use primarily in each case free and clear of all Encumbrances, other than Permitted Encumbrances. There are no pending or, to the knowledge of Parent, threatened condemnation proceedings relating to, or any pending or, to the knowledge of Parent, threatened Actions relating to, Parent’s leasehold interests in such Parent Leased Real Property or any portion thereof. Except as set forth in Section 5.14(a) operation of the Parent Disclosure Schedule, (i) each Acquired Company. All of the tangible assets and properties used by the Acquired Companies pursuant to a lease or license to which Parent or any Parent Subsidiary an Acquired Company is a party with respect to (other than the Parent Leased Real Property is in full force and effect and represents a legally valid and binding obligation of Parent or the Parent Subsidiary which is a party thereto, and to the Knowledge of Parent, represents a legally valid and binding obligation of the other parties thereto, (ii) each of Parent and the Parent Subsidiaries has performed, in all material respects, all obligations required to be performed by it under each of the leases with respect to the Parent Leased Real Property to which it is a party, (iii) neither Parent or any Parent Subsidiary is in material breach or violation of, or material default under, any of the leases with respect to the Parent Leased Real Property to which it is a party, nor has Parent or any Parent Subsidiary received any written notice that it has breached, violated or defaulted under any of such leases, and (iv) to the Knowledge of Parent, there is no breach by any other party or parties to any of the leases with respect to the Parent Leased Real Property) shall be referred to herein, collectively, as "Leased Assets."
(b) Except as set forth in Section 5.14(bSchedule 4.5(a) hereto, each Acquired Company has insurable (at ordinary rates) fee simple title to all of the Parent Disclosure Schedule, Parent their respective Owned Real Property and the Parent Subsidiaries have legal and valid title to, or in the case of leased assets and properties, valid and subsisting leasehold interests in, to all of the material tangible personal assets related buildings, structures and properties used or held for use by Parent or any Parent Subsidiary in connection with the conduct other improvements thereon. As of the Parent BusinessClosing Date, the Owned Real Property shall be free and clear of all Encumbrances other than Liens except for Permitted Encumbrances.
(c) Except as set forth in Schedule 4.5(a) hereto, each Acquired Company has the right to quiet enjoyment of all the Leased Real Property for the full term of each such lease. All material personal property is public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to the Owned Real Property and Leased Real Property, and the Owned Real Property and Leased Real Property have access to and from publicly dedicated streets. Except as otherwise provided in good conditionthis Agreement, ordinary wear the Purchaser acknowledges and tear exceptedagrees that the Purchaser shall accept the Owned Real Property and Leased Real Property "as is, where is, with all faults," and without any express or implied warranties, guaranties, statements, representations or information pertaining to the Owned Real Property or Leased Real Property. The representations and warranties contained in Sections 4.5(b) and (c) shall be solely for the benefit of the Purchaser, its successors and assigns and may not be relied upon by Chicago Title Insurance Company (or any other title insurance company) or an affiliate or agent thereof and neither Chicago Title Insurance Company (or any other title insurance company), any affiliate or agent thereof, nor any co-insurers, or re-insurers may be subrogated to any rights of the Purchaser under this Agreement.
Appears in 1 contract
Tangible Property. (a) Section 5.14(aSchedule 4.5(a) of the Parent Disclosure Schedule hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by the Seller primarily to conduct the operations of the Business: (i) each item parcel of real property (excluding leasehold improvements) owned, as of the date hereof, by Parent or any Parent Subsidiary the Seller (“Parent "Owned Real Property”"), (ii) each item parcel of real property leased from or to a third party, as of the date hereof, by Parent or any Parent Subsidiary the Seller (“Parent "Leased Real Property”"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date and term of the lease contract and the rental rate relating thereto and all amendments thereof, and (iii) all fixed assets owned or leased by the Seller, as reflected in the Seller's schedule of fixed assets prepared in the ordinary course of business as of the date set forth therein. Except as set forth in Section 5.14(aSchedule 4.5(a) of hereto, the Parent Disclosure ScheduleSeller does not own, either Parent or have a Parent Subsidiary has (i) legal, valid and marketable title to, and enjoys peaceful and undisturbed possession of, all Parent Owned Real Property owned by it, and (ii) a valid and subsisting leasehold contractual obligation to purchase or otherwise acquire any material interest in, and enjoys peaceful and undisturbed possession of, all Parent Leased Real Property leased by it, in each case free and clear any parcel of all Encumbrances, other than Permitted Encumbrances. There are no pending or, to the knowledge of Parent, threatened condemnation proceedings relating to, or any pending or, to the knowledge of Parent, threatened Actions relating to, Parent’s leasehold interests in such Parent Leased Real Property or any portion thereof. Except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, (i) each lease to real property which Parent or any Parent Subsidiary is a party with respect to the Parent Leased Real Property is in full force and effect and represents a legally valid and binding obligation of Parent or the Parent Subsidiary which is a party thereto, and to the Knowledge of Parent, represents a legally valid and binding obligation of the other parties thereto, (ii) each of Parent and the Parent Subsidiaries has performed, in all material respects, all obligations required to would be performed by it under each of the leases with respect to the Parent Leased Real Property to which it is a party, (iii) neither Parent or any Parent Subsidiary is in material breach or violation of, or material default under, any of the leases with respect to the Parent Leased Real Property to which it is a party, nor has Parent or any Parent Subsidiary received any written notice that it has breached, violated or defaulted under any of such leases, and (iv) to the Knowledge of Parent, there is no breach by any other party or parties to any of the leases with respect to the Parent Leased Real Property.
(b) Except as set forth in Section 5.14(b) of the Parent Disclosure Schedule, Parent and the Parent Subsidiaries have legal and valid title to, or in the case of leased assets and properties, valid and subsisting leasehold interests in, all of the material tangible personal assets and properties used or held for use by Parent or any Parent Subsidiary primarily in connection with the conduct operation of the Parent Business. All of the tangible assets and properties used by the Seller pursuant to a lease or license included among the Purchased Assets shall be referred to herein, collectively, as "Leased Assets."
(b) The Seller has good and marketable fee simple title to all of the Owned Real Property, free and clear of all Encumbrances other than Permitted EncumbrancesEncumbrances and those Encumbrances set forth on Schedule 4.5(b) hereto. All material The Seller has good title to all of the tangible personal property is in good conditionPurchased Assets purported to be owned by the Seller, ordinary wear free and tear exceptedclear of all Encumbrances other than Permitted Encumbrances and those Encumbrances set forth on Schedule 4.5(b) hereto.
Appears in 1 contract
Tangible Property. (a) Section 5.14(a4.14(a) of the Parent Disclosure Schedule contains a true, correct and complete list of (i) each item of real property (excluding leasehold improvements) owned, as of the date hereof, by Parent the Company or any Parent Company Subsidiary (“Parent "Owned Real Property”"), (ii) each item of real property leased from or to a third party, as of the date hereof, by Parent the Company or any Parent Company Subsidiary (“Parent "Leased Real Property”"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date and term of the lease contract and the rental rate relating thereto and all amendments thereof. Except as set forth in Section 5.14(a4.14(a) of the Parent Company Disclosure Schedule, either Parent the Company or a Parent Company Subsidiary has (i) legal, valid and marketable title toto all Owned Real Property, and enjoys peaceful and undisturbed possession of, all Parent Owned Real Property owned by it, and (ii) a valid and subsisting leasehold interest in, and enjoys peaceful and undisturbed possession of, in all Parent Leased Real Property leased by itProperty, in each case free and clear of all Encumbrances, Encumbrances other than Permitted Encumbrances. There are no pending or, and has the right to use the knowledge of Parent, threatened condemnation proceedings relating to, or any pending or, to Owned Real Property and the knowledge of Parent, threatened Actions relating to, Parent’s leasehold interests in such Parent Leased Real Property in the manner and for the purposes as each is currently being used by the Company or any portion thereof. Except a Company Subsidiary, as set forth in Section 5.14(a) of the Parent Disclosure Schedule, (i) each lease to which Parent or any Parent Subsidiary is a party with respect to the Parent Leased Real Property is in full force and effect and represents a legally valid and binding obligation of Parent or the Parent Subsidiary which is a party thereto, and to the Knowledge of Parent, represents a legally valid and binding obligation of the other parties thereto, (ii) each of Parent and the Parent Subsidiaries has performed, in all material respects, all obligations required to be performed by it under each of the leases with respect to the Parent Leased Real Property to which it is a party, (iii) neither Parent or any Parent Subsidiary is in material breach or violation of, or material default under, any of the leases with respect to the Parent Leased Real Property to which it is a party, nor has Parent or any Parent Subsidiary received any written notice that it has breached, violated or defaulted under any of such leases, and (iv) to the Knowledge of Parent, there is no breach by any other party or parties to any of the leases with respect to the Parent Leased Real Propertycase may be.
(b) Except as set forth in Section 5.14(b4.14(b) of the Parent Company Disclosure Schedule, Parent the Company and the Parent Company Subsidiaries have legal and valid title to, or in the case of leased assets and properties, valid and subsisting leasehold interests in, all of the material tangible personal assets and properties used or held for use by Parent the Company or any Parent Company Subsidiary in connection with the conduct of the Parent Business, free and clear of all Encumbrances other than Permitted Encumbrances. All material personal property is .
(c) A true and complete copy of each lease with respect to Leased Real Property with all amendments and modifications has been delivered to Purchaser (the "Leases"), and there has been no default, nor any event which with passage of time or the giving of notice would constitute a default, under any of the Leases on the part of the tenant or, to the Company's Knowledge, the landlord, that remains uncured, except for defaults that would not, individually or in good conditionthe aggregate, ordinary wear and tear exceptedhave a Material Adverse Effect.
Appears in 1 contract
Sources: Stock Purchase and Redemption Agreement (Panolam Industries Inc)
Tangible Property. (a) Section 5.14(aExcept for the shared property or assets identified in Schedules 2.1(c) of the Parent Disclosure and 6.10, Schedule 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by ▇▇▇-NMBC or any Acquired Company in the operation of the ▇▇▇-NMBC Stations and the operation of each Acquired Company, as the case may be: (i) each item parcel of real property (excluding leasehold improvements) owned, as of the date hereof, by Parent or any Parent Subsidiary such company (“Parent "Owned Real Property”"), (ii) each item parcel of material real property leased from or to a third party, as of the date hereof, by Parent or any Parent Subsidiary such company (“Parent "Leased Real Property”"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date and term of the lease contract and the rental rate relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company as set forth in each company's depreciation schedule attached thereto, (excluding therefrom such fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in Section 5.14(aSchedule 4.5(a) hereto, the ▇▇▇-NMBC Stations and each Acquired Company does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Parent Disclosure Schedule▇▇▇-NMBC Stations or by the Acquired Company. All of the tangible assets and properties used by ▇▇▇-NMBC Stations or the Acquired Companies pursuant to a lease or license included among the Purchased Assets of the ▇▇▇-NMBC Stations or to which an Acquired Company is a party shall be referred to herein, either Parent or a Parent Subsidiary has collectively, as "Leased Assets."
(ib) legal▇▇▇-NMBC and each Acquired Company have fee simple title to all of the Owned Real Property of the ▇▇▇-NMBC Stations and the Owned Real Property of the Acquired Companies, valid free and marketable title toclear of Liens except Permitted Encumbrances.
(c) Within twenty-one (21) days after the date of this Agreement, ▇▇▇-NMBC and enjoys peaceful and undisturbed possession ofeach Acquired Company shall, all Parent with respect to each tract of Owned Real Property owned by itsuch company, procure at its expense (except as provided below) and (ii) a valid and subsisting leasehold interest in, and enjoys peaceful and undisturbed possession of, all Parent Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. There are no pending or, deliver to the knowledge of Parent, threatened condemnation proceedings relating to, or any pending or, to the knowledge of Parent, threatened Actions relating to, Parent’s leasehold interests in such Parent Leased Real Property or any portion thereof. Except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, Purchaser (i) each lease commitments for either (x) endorsements to which Parent or any Parent Subsidiary is a party with respect existing owner's policies of title insurance committing to date the existing policies down to the Parent Leased Real Property is Closing, subject to all matters listed on said policies and such other matters of record since the date of the policies or (y) ALTA owner's policies of title insurance in full force and effect and represents a legally valid and binding obligation of Parent or the Parent Subsidiary which is a party thereto, and amounts ascribed to the Knowledge applicable tract of ParentOwned Real Property, represents a legally valid and binding obligation issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the other parties theretodate of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) each copies of Parent all matters listed as exceptions on the policies and commitments, as the Parent Subsidiaries has performedcase may be, in all material respects, all obligations required to be performed by it under each of the leases with respect to the Parent Leased Real Property to which it is a party, and (iii) neither Parent or any Parent Subsidiary if requested by Purchaser and at Purchaser's expense, surveys accompanied by certifications by surveyors registered and licensed in the jurisdiction where each tract is located stating that the surveys have been prepared as of a recent date in material breach or violation ofaccordance with the current ALTA minimum standard detail requirements, or material default under, any of the leases accompanied by a recertification updating to a current date a prior certification regarding preparation in accordance with respect to the Parent Leased Real Property to which it is a party, nor has Parent or any Parent Subsidiary received any written notice that it has breached, violated or defaulted under any of such leases, and (iv) to the Knowledge of Parent, there is no breach by any other party or parties to any of the leases with respect to the Parent Leased Real Propertyrequirements.
(b) Except as set forth in Section 5.14(b) of the Parent Disclosure Schedule, Parent and the Parent Subsidiaries have legal and valid title to, or in the case of leased assets and properties, valid and subsisting leasehold interests in, all of the material tangible personal assets and properties used or held for use by Parent or any Parent Subsidiary in connection with the conduct of the Parent Business, free and clear of all Encumbrances other than Permitted Encumbrances. All material personal property is in good condition, ordinary wear and tear excepted.
Appears in 1 contract
Tangible Property. (a) Section 5.14(a3.10(a)(i) of the Parent Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by the Company (“Owned Real Property”). The Company has good fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(ii) of the Company Disclosure Schedule contains a true, correct and complete list of (i) each item of real property (excluding leasehold improvements) ownedthat, as of the date hereofof this Agreement, is leased from or to a third party by Parent or any Parent Subsidiary the Company (“Parent Owned Real Property”), (ii) each item of real property leased from a third party, as of the date hereof, by Parent or any Parent Subsidiary (“Parent Leased Real Property”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date and term of the lease contract and the rental rate relating thereto and all amendments thereof. Except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, either Parent or a Parent Subsidiary The Company has (i) legal, valid and marketable title to, and enjoys peaceful and undisturbed possession of, all Parent Owned Real Property owned by it, and (ii) a valid and subsisting leasehold interest in, and enjoys peaceful and undisturbed possession ofor the right to use, all Parent Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. There are no pending or[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, to the knowledge of ParentWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, threatened condemnation proceedings relating to, or any pending or, to the knowledge of Parent, threatened Actions relating to, Parent’s leasehold interests in such Parent Leased Real Property or any portion thereof. Except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, (i) each lease to which Parent or any Parent Subsidiary is a party with respect to the Parent Leased Real Property is in full force and effect and represents a legally valid and binding obligation of Parent or the Parent Subsidiary which is a party thereto, and to the Knowledge of Parent, represents a legally valid and binding obligation of the other parties thereto, (ii) each of Parent and the Parent Subsidiaries has performed, in all material respects, all obligations required to be performed by it under each of the leases with respect to the Parent Leased Real Property to which it is a party, (iii) neither Parent or any Parent Subsidiary is in material breach or violation of, or material default under, any of the leases with respect to the Parent Leased Real Property to which it is a party, nor has Parent or any Parent Subsidiary received any written notice that it has breached, violated or defaulted under any of such leases, and (iv) to the Knowledge of Parent, there is no breach by any other party or parties to any of the leases with respect to the Parent Leased Real PropertyHAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
(b) Except as set forth The Company has good and marketable title to each item of tangible personal property reflected in Section 5.14(b) the Current Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Parent Disclosure Schedule, Parent and Balance Sheet Date in the Parent Subsidiaries have legal and valid title toordinary course of business), or in the case of with respect to tangible leased assets and properties, valid and subsisting leasehold interests in, all of the material tangible personal assets and properties used or held for use by Parent or any Parent Subsidiary in connection with the conduct of the Parent Businesstherein, free and clear of all Encumbrances other than Encumbrances, except in each case for Permitted Encumbrances. All The plants, property and equipment of the Company that are used in the operations of the Company’s business are in all material personal property is respects in good conditionoperating condition and repair, ordinary subject to normal wear and tear exceptedand are usable in the ordinary course of business consistent with past practices. The tangible assets and properties of the Company constitute all of the tangible assets and properties necessary to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 does not apply to Intellectual Property rights, which are addressed in Section 3.12 hereunder.
Appears in 1 contract
Tangible Property. (a) Section 5.14(aSchedule 4.5(a) of the Parent Disclosure Schedule hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by the Seller primarily to conduct the operations of the Business: (i) each item of real property (excluding leasehold improvements) owned, as of the date hereof, by Parent or any Parent Subsidiary the Seller and all major buildings, structures and other improvements thereon, the (“Parent "Owned Real Property”"), (ii) each item of real property leased from lease pursuant to which the Seller is a third partyparty with respect to the conduct of the operations of the Business, whether as a tenant, subtenant, landlord or sublandlord including a description of the location and use as of the date hereof, by Parent or any Parent Subsidiary (“Parent Leased Real Property”)the Seller, the name of the third party lessor(sparties thereto and a description of the property demised thereunder (including major buildings and improvements located thereon) thereof(each such lease, sublease or occupancy agreement is referred to herein collectively as the "Leases" and each individually as a "Lease"; the property demised pursuant to such Leases is referred to herein as the "Leased Real Property") as the case may be, the date and term of the lease contract and the rental rate relating thereto and all amendments thereof, and (iii) all tangible personal property owned by the Seller, as reflected in the Seller's schedule of assets prepared in the ordinary course of business as of the date set forth therein. Except as set forth in Section 5.14(aSchedule 4.5(a) hereto, the Seller does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Parent Disclosure ScheduleBusiness. All of the tangible assets and properties used by the Seller pursuant to a lease or license included among the Purchased Assets shall be referred to herein, either Parent or a Parent Subsidiary has collectively, as "Leased Assets."
(b) The Seller has, and at the Closing the Seller will convey to the Purchaser and the Purchaser will acquire, (i) legal, legal and valid and marketable title to, or all of the Seller's right, title and enjoys peaceful interest in and undisturbed possession ofto, all Parent Owned Real Property owned by itof the Purchased Assets, and (ii) a valid and subsisting licenses or leasehold interest in, interests in and enjoys peaceful and undisturbed possession of, to all Parent of the Leased Real Property leased by itand other Leased Assets, in each case free and clear of all Encumbrances, any Encumbrances other than Permitted Encumbrances and those Encumbrances set forth in Schedule 4.5(b) hereto. The Seller has and at the Closing the Seller will convey to Purchaser fee simple title to all of the Owned Real Property.
(c) Except for Permitted Encumbrances, Seller has good and marketable title to all real property purported to be owned or occupied by Seller relating to the business and operation of the Station, free and clear of all liens, claims and encumbrances. There are no pending Except for Permitted Encumbrances, Seller has good and marketable title and owns outright, free and clear of all liens, claims, easements, rights of way or restrictions (whether zoning or otherwise), each improvement, fixture and item of equipment located in or on each of the properties and premises owned, leased, used or occupied by it relating to the business and operation of the Station. No improvement, fixture or equipment in or on any such premises and properties to the extent owned or occupied by Seller, or the occupation or leasehold with respect thereto, is in violation of any law, including, without limitation, any zoning, building, safety or health law, except as would not, individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect. Each of such premises and properties is zoned for the purposes for which each of such premises or properties is now used by Seller, except as would not, individually or in the aggregate prohibit or materially restrict the continued use and operation of any Owned Real Property consistent with past practice.
(d) No Owned Real Property or, to the knowledge of Parentthe Seller, Leased Real Property, has been condemned or otherwise taken by any public authority and no condemnation or taking of such Properties is, to Seller's knowledge, threatened condemnation proceedings relating or contemplated, and none of such Properties is, to Seller's knowledge, subject to any claim, contract or law which might affect its use or value for the purposes now made of it, and each thereof is in good condition and repair.
(e) Seller has not granted any outstanding options or entered into any outstanding contracts with others for the sale, lease or transfer of all or substantially all of any Owned Real Property, and no person has any right or option to acquire, or right of first refusal with respect to, or any pending or, to the knowledge of Parent, threatened Actions relating to, Parent’s leasehold interests in such Parent Leased Owned Real Property or any portion thereof. Except .
(f) The buildings and other improvements used at or in connection with the Owned Real Property do not encroach onto land adjoining any Owned Real Property or onto any easements to such an extent as set forth in Section 5.14(a) would materially impair the value of the Parent Disclosure Schedule, (i) each lease to which Parent or any Parent Subsidiary is a party with respect to the Parent Leased Owned Real Property is in full force and effect and represents a legally valid and binding obligation of Parent such improvements or the Parent Subsidiary which is a party theretocontinued use and operation of the Owned Real Property and such improvements for the same uses and operations as those conducted at the present time, and to the Knowledge of Parent, represents a legally valid and binding obligation improvements from land adjoining the Owned Real Property do not encroach onto any part of the other parties thereto, (ii) each of Parent and the Parent Subsidiaries has performed, in all material respects, all obligations required to be performed by it under each of the leases with respect to the Parent Leased Owned Real Property to which it is a party, (iii) neither Parent or any Parent Subsidiary is in material breach or violation of, or material default under, any such an extent as would materially impair the continued use and operation of the leases with respect to the Parent Leased Owned Real Property to which it is a partyand such improvements for the same uses and operations as those conducted at the present time. All guy wires, nor has Parent or any Parent Subsidiary received any written notice that it has breachedguy anchors, violated or defaulted under any of such leasessatellite dishes, associated transmission equipment, transmitter buildings, towers, signs, main studio buildings, associated parking lots, and (iv) to other buildings and other improvements included in the Knowledge of Parent, there is no breach by any other party or parties to any Purchased Assets are all located entirely on and within the boundaries of the leases with respect to the Parent Leased Owned Real Property.
(bg) Except as set forth in Section 5.14(bNo brokerage or leasing commission or other compensation is presently due or payable to any Person by Seller with respect to any Lease.
(h) of the Parent Disclosure ScheduleEach Owned Real Property and Leased Real Property is contiguous to publicly dedicated streets, Parent and the Parent Subsidiaries have legal and valid title toroads or highways, or in if not so contiguous, access to and from the case of leased assets Owned Real Property and propertiesLeased Real Property, valid as applicable, and subsisting leasehold interests inpublicly dedicated streets, all of the material tangible personal assets roads or highways is available through private lands pursuant to valid, unsubordinated, perpetual, enforceable and properties used recorded public or held for use by Parent private easements or any Parent Subsidiary in connection with the conduct of the Parent Business, free and clear of all Encumbrances other than Permitted Encumbrances. All material personal property is in good condition, ordinary wear and tear exceptedrights-of-way.
Appears in 1 contract
Sources: Asset Purchase Agreement (Hearst Argyle Television Inc)
Tangible Property. (a) Section 5.14(a3.14(a) of the Parent Company Disclosure Schedule contains a true, correct and complete list of (i) each item of real property (excluding leasehold improvements) owned, as of the date hereof, by Parent the Company or any Parent Company Subsidiary (“Parent Owned Real Property”), (ii) each item of real property leased from a third party, as of the date hereof, by Parent the Company or any Parent Company Subsidiary (“Parent Leased Real Property”), the name of the third party lessor(s) thereof, the date and term of the lease contract and the rental rate relating thereto and all amendments thereof. Except as set forth in Section 5.14(a3.14(a) of the Parent Company Disclosure Schedule, either Parent the Company or a Parent Company Subsidiary has (i) legal, valid and marketable title to, and enjoys peaceful and undisturbed possession of, all Parent Owned Real Property owned by it, and (ii) a valid and subsisting leasehold interest in, and enjoys peaceful and undisturbed possession of, all Parent Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. There are no pending or, to the knowledge of Parentthe Company, threatened condemnation proceedings relating to, or any pending or, to the knowledge of Parentthe Company, threatened Actions relating to, Parentthe Company’s leasehold interests in such Parent Leased Real Property or any portion thereof. Except as set forth in Section 5.14(a3.14(a) of the Parent Company Disclosure Schedule, (i) each lease to which Parent the Company or any Parent Company Subsidiary is a party with respect to the Parent Leased Real Property is in full force and effect and represents a legally valid and binding obligation of Parent the Company or the Parent Company Subsidiary which is a party thereto, and to the Knowledge of Parentthe Company, represents a legally valid and binding obligation of the other parties thereto, (ii) each of Parent the Company and the Parent Company Subsidiaries has performed, in all material respects, all obligations required to be performed by it under each of the leases with respect to the Parent Leased Real Property to which it is a party, (iii) neither Parent the Company or any Parent Company Subsidiary is in material breach or violation of, or material default under, any of the leases with respect to the Parent Leased Real Property to which it is a party, nor has Parent the Company or any Parent Company Subsidiary received any written notice that it has breached, violated or defaulted under any of such leases, and (iv) to the Knowledge of Parentthe Company, there is no breach by any other party or parties to any of the leases with respect to the Parent Leased Real Property.
(b) Except as set forth in Section 5.14(b3.14(b) of the Parent Company Disclosure Schedule, Parent the Company and the Parent Company Subsidiaries have legal and valid title to, or in the case of leased assets and properties, valid and subsisting leasehold interests in, all of the material tangible personal assets and properties used or held for use by Parent the Company or any Parent Company Subsidiary in connection with the conduct of the Parent Business, free and clear of all Encumbrances other than Permitted Encumbrances. All material personal property is in good condition, ordinary wear and tear excepted.
Appears in 1 contract
Sources: Merger Agreement (Accuride Corp)
Tangible Property. (a) Section 5.14(aExcept for the shared property or assets identified in SCHEDULES 2.1(c) of the Parent Disclosure Schedule and 6.10, SCHEDULE 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may be: (i) each item parcel of real property (excluding leasehold improvements) owned, as of the date hereof, by Parent or any Parent Subsidiary such company (“Parent "Owned Real Property”"), (ii) each item parcel of material real property leased from or to a third party, as of the date hereof, by Parent or any Parent Subsidiary such company (“Parent "Leased Real Property”"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date and term of the lease contract and the rental rate relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company as set forth in each company's depreciation schedule attached thereto, (excluding therefrom such fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in Section 5.14(aSCHEDULE 4.5(a) hereto, the Lee-▇▇▇C Stations and each Acquired Company does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Parent Disclosure ScheduleLee-▇▇▇C Stations or by the Acquired Company. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, either Parent or a Parent Subsidiary has collectively, as "Leased Assets."
(ib) legalLee-▇▇▇C and each Acquired Company have fee simple title to all of the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired Companies, valid free and marketable title toclear of Liens except Permitted Encumbrances.
(c) Within twenty-one (21) days after the date of this Agreement, Lee-▇▇▇C and enjoys peaceful and undisturbed possession ofeach Acquired Company shall, all Parent with respect to each tract of Owned Real Property owned by itsuch company, procure at its expense (except as provided below) and (ii) a valid and subsisting leasehold interest in, and enjoys peaceful and undisturbed possession of, all Parent Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. There are no pending or, deliver to the knowledge of Parent, threatened condemnation proceedings relating to, or any pending or, to the knowledge of Parent, threatened Actions relating to, Parent’s leasehold interests in such Parent Leased Real Property or any portion thereof. Except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, Purchaser (i) each lease commitments for either (x) endorsements to which Parent or any Parent Subsidiary is a party with respect existing owner's policies of title insurance committing to date the existing policies down to the Parent Leased Real Property is Closing, subject to all matters listed on said policies and such other matters of record since the date of the policies or (y) ALTA owner's policies of title insurance in full force and effect and represents a legally valid and binding obligation of Parent or the Parent Subsidiary which is a party thereto, and amounts ascribed to the Knowledge applicable tract of ParentOwned Real Property, represents a legally valid and binding obligation issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the other parties theretodate of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) each copies of Parent all matters listed as exceptions on the policies and commitments, as the Parent Subsidiaries has performedcase may be, in all material respects, all obligations required to be performed by it under each of the leases with respect to the Parent Leased Real Property to which it is a party, and (iii) neither Parent or any Parent Subsidiary is in material breach or violation of, or material default under, any of the leases with respect to the Parent Leased Real Property to which it is a party, nor has Parent or any Parent Subsidiary received any written notice that it has breached, violated or defaulted under any of such leases, if requested by Purchaser and (iv) to the Knowledge of Parent, there is no breach by any other party or parties to any of the leases with respect to the Parent Leased Real Property.
(b) Except as set forth in Section 5.14(b) of the Parent Disclosure Schedule, Parent and the Parent Subsidiaries have legal and valid title to, or in the case of leased assets and properties, valid and subsisting leasehold interests in, all of the material tangible personal assets and properties used or held for use by Parent or any Parent Subsidiary in connection with the conduct of the Parent Business, free and clear of all Encumbrances other than Permitted Encumbrances. All material personal property is in good condition, ordinary wear and tear excepted.at Purchaser's expense,
Appears in 1 contract
Sources: Purchase and Sale Agreement (Emmis Communications Corp)