Title and Related Matters. (a) Except for Permitted Encumbrances, the Company or the Seller, as the case may be, holds an insurable fee simple title to the Real Property and any real property that the Company or its Subsidiaries purports to own. (b) Except for Permitted Encumbrances, (x) the Seller has good and valid title to the Related Assets (other than the Real Property) which it purports to own, free and clear of all Encumbrances, and (y) the Company and its Subsidiaries have good and valid title to the material assets which they purport to own, free and clear of all Encumbrances. (c) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, all the Related Assets to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances). (d) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the share certificates of Company Common Stock, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances). (e) None of the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived. (f) Schedule 5.10(f) lists all material real property leases to which the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party (the “Leased Real Property”). Schedule 5.10(f) lists all real property owned by the Seller (so far as it relates to the Related Assets), the Company and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (i) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property used or held for use in connection with the West Virginia Gas Distribution Business as now conducted. (g) None of the Seller, the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein. (h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease. (i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Property. (j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the knowledge of the Seller, threatened) (i) to take all or any portion of the Owned Real Property or the Leased Real Property, or any interest therein, by eminent domain or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Property. (k) There are no contracts outstanding for the sale, exchange or transfer of any of the Owned Real Property or Leased Real Property, or any portion thereof. (l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements. (m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 2 contracts
Sources: Acquisition Agreement (Monongahela Power Co /Oh/), Acquisition Agreement (Allegheny Energy Inc)
Title and Related Matters. (a) Except as set forth in Schedule 5.9(a) hereto and except for Permitted Encumbrancesassets of Seller sold, used or disposed of in the Company or ordinary course of the SellerBusiness since the Financial Statement Date, as the case may be, holds an insurable fee simple (i) Seller has indefeasible title to all real and personal, tangible and intangible, property and other assets reflected in the Real Property and any real property that Unaudited Financial Statements as owned by Seller or acquired by Seller after the Company or its Subsidiaries purports to own.
(b) Except for Permitted EncumbrancesFinancial Statement Date, (x) including the Seller has good and valid title to the Related Assets (other than the Real Property) which it purports to ownPurchased Assets, free and clear of all EncumbrancesLiens, except Permitted Liens and (ii) all assets set forth on the Unaudited Financial Statements or acquired by Seller after the Financial Statement Date are free from obvious defects, have been maintained in accordance with Seller's customary practices, are in good operating condition and repair (subject to normal wear and tear), and (y) suitable for the Company and its Subsidiaries have good and valid title to the material assets purposes for which they purport presently are used and presently are proposed to own, free be used. Schedule 5.9
(a) hereto sets forth a complete and clear accurate summary of all EncumbrancesOperating Leases of tangible personal property to which Seller is a party that have annual rental payments in excess of $5,000, describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby.
(cb) Assuming they constitute All Operating Leases of Seller are in full force and effect, and valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms. Seller has not received any written notice of any event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by Seller or any other Person under any Operating Lease of Seller. All rent and other amounts due and payable on or prior to the date of this Agreement with respect to Seller's Operating Leases have been paid. Seller has not received any written notice that the landlord with respect to any Real Property Lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals.
(c) None of the Purchased Assets is subject to any Contracts of sale or lease except as set forth in Schedule 5.9(c), or Contracts for the sale of inventory in the ordinary and will effectively vest in Buyer good, valid and marketable title to, and ownership of, all regular course of the Related Assets to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances)Business.
(d) Assuming they constitute valid and binding agreements of Except as set forth in Schedule 5.29, there has not been since the Buyer (where applicable)Financial Statement Date any sale, the share certificates of Company Common Stock, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances).
(e) None of the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived.
(f) Schedule 5.10(f) lists all material real property leases to which the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party (the “Leased Real Property”). Schedule 5.10(f) lists all real property owned by the Seller (so far as it relates to the Related Assets), the Company and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (i) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property used or held for use in connection with the West Virginia Gas Distribution Business as now conducted.
(g) None of the Seller, the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein.
(h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease.
(i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Property.
(j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the knowledge of the Seller, threatened) (i) to take all or any portion of the Owned Real Property or the Leased Real Property, or any interest therein, other disposition or distribution by eminent domain or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Property.
(k) There are no contracts outstanding for the sale, exchange or transfer Seller of any of its assets or properties now owned by it, except transactions in the Owned Real Property or Leased Real Property, or any portion thereof.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge ordinary and regular course of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirementsBusiness.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Headwaters Inc), Asset Purchase Agreement (Headwaters Inc)
Title and Related Matters. (a) 2.6.1 Except for Permitted Encumbrancesas set forth in Schedule 2.6.1 attached hereto, the Company or the Seller, as the case may be, holds an insurable fee simple Seller Companies have good and marketable title to all real and personal, tangible and intangible, property and other assets reflected in the Real Property and any real property that Financial Statements or acquired after the Company or its Subsidiaries purports to own.
(b) Except for Permitted Encumbrances, (x) the Seller has good and valid title to the Related Assets (other than the Real Property) which it purports to ownFinancial Statement Date, free and clear of all EncumbrancesLiens, Claims and Orders except Permitted Liens. All properties used in the Business for the periods covered by the Financial Statements are reflected in the Financial Statements in accordance with and to the extent required on an accrual accounting basis. Schedule 2.6.1 attached hereto sets forth a complete and accurate summary of all leased assets that have annual rental payments in excess of $10,000, describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby.
2.6.2 All Parent’s and Seller Companies’ leases that are part of the Acquired Assets are in full force and effect, and (y) the Company and its Subsidiaries have good and valid title to the material assets which they purport to own, free and clear of all Encumbrances.
(c) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms. Neither Parent nor any Seller Company has received any notice of, and will effectively vest in Buyer goodthere exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both), valid any default by Parent, any Seller Company or any other Person under any lease. All rent and marketable title to, other amounts due and ownership of, all payable with respect to Parent’s and Seller Companies’ leases that are part of the Related Acquired Assets to be transferred to Buyer pursuant to and as contemplated by have been paid through the date of this Agreement, free and clear all rent and other amounts due and payable with respect to Parent’s and Seller Companies’ leases that are part of all Encumbrances the Acquired Assets and are due and payable on or prior to the Closing Date will have been paid prior to the Closing Date. All lessors under the leases that are part of the Acquired Assets have consented (where such consent is necessary) or prior to the Closing will have consented (where such consent is necessary) to the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby without requiring material modification in the rights or obligations thereunder. Neither Parent nor any Seller Company has received any written notice that the landlord with respect to any real property lease that is part of the Acquired Assets would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except Permitted Encumbrances)for rent increases consistent with past experience or market rentals.
(d) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the share certificates of Company Common Stock, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances).
(e) 2.6.3 None of the Acquired Assets belonging to Parent or Seller Companies is or will be on the Closing Date subject to any (so far i) Contracts of sale or lease except as it relates set forth in Schedule 2.6.3 attached hereto, except Contracts for the sale of inventory in the ordinary and regular course of business or (ii) Liens, except for Permitted Liens and the Liens set forth in Schedule 2.6.3 attached hereto.
2.6.4 Except as set forth in Schedule 2.6.4 attached hereto, the buildings, structures and improvements included within the Acquired Assets’ real property (collectively, the “Improvements”) have complied and comply in all material respects with all applicable Regulations, including building and zoning ordinances and no material alteration, repair, improvement or other work that could give rise to a Lien has been performed in respect to such Improvements within the last 120 days. The Improvements and the mechanical systems situated therein, including without limitation the heating, electrical, air conditioning and plumbing systems, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used, and the roof of each Improvement is in satisfactory condition and is not in need of current repair or replacement. The Acquired Assets’ real property and its continued use, occupancy and operation as currently used, occupied and operated does not constitute a nonconforming use under any Regulation or Order affecting the real property (other than possible set back violations, none of which will have a Material Adverse Effect on the Business’s real property or its continued use, occupancy and operation as currently used, occupied and operated), and the continued existence, use, occupancy and operation of each Improvement, and the right and ability to repair and/or rebuild such Improvements in the event of casualty, is not dependent on any special Permit, exception, approval or variance. There is no pending or, to the Related Assetsknowledge of Parent and Seller Companies, threatened or proposed proceeding or governmental action to modify the zoning classification of, or to take by the power of eminent domain (or to purchase in lieu thereof), or to classify as a landmark, or to impose special assessments on, or otherwise to take or restrict in any way the Company right to use, develop or alter, all or any Company Subsidiary is part of the Business’ real property that would have a party to Material Adverse Effect. To the knowledge of Parent and Seller Companies, there are no encroachments upon any lease or agreement under which it is a lessee of the Business’ real property, and no portion of any material personal Improvement owned by Parent or Seller Companies encroaches upon any property not included within the Business’ real property or upon the area of any easement affecting the Business’ real property. Each Seller Lease Improvement has direct access, adequate for the Business, in the ordinary course, to a public street adjoining the Business’ real property on which such Improvement is a valid agreementsituated, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of SellerParent and Seller Companies, without no existing way of access to any default thereunder Improvement crosses or encroaches upon any property or property interest not included in the Acquired Assets.
2.6.5 There has not been since the Financial Statement Date, and will not be prior to the Closing Date, any sale, lease, or any other disposition or distribution by Parent or any Seller Company of any other party thereto. To the knowledge of SellerAcquired Assets, none of the Seller, the Company now or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived.
(f) Schedule 5.10(f) lists all material real property leases to which the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party (the “Leased Real Property”). Schedule 5.10(f) lists all real property hereafter owned by it, except transactions in the Seller ordinary and regular course of business or as otherwise consented to by Purchaser. Immediately after the Closing, Purchaser will own, or have the unrestricted right to use, all properties and assets that are used (so far as it relates to the Related Assets), the Company and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (ior necessary) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property used or held for use in connection with the West Virginia Gas Distribution Business Business, except for the Excluded Assets, on the same economic basis as now conductedbefore the Closing.
(g) None 2.6.6 The Acquired Assets constitute all of the Sellerassets necessary or appropriate for the continued operation of the Business.
2.6.7 All of the Acquired Assets consisting of tangible assets are located at the Locations and are in good working condition, except for reasonable wear and tear, and are sufficient for the purposes for which such Acquired Assets are currently used and for the purpose proposed to be used in the operations of the Business pursuant to the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby. No Seller Company nor Parent is aware of the need to replace or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property material equipment for use in the operation of the Business prior to Closing or any portion thereof or interest therein.
(h) Each lease after the Closing pursuant to the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby, except as related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity ExceptionImaging Centers Capital Expenditures. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any All such lease.
(i) There Acquired Assets are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest reflected in the Leased Real Property or Owned Real PropertyFinancial Statements at net book value.
(j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the knowledge of the Seller, threatened) (i) to take all or any portion of the Owned Real Property or the Leased Real Property, or any interest therein, by eminent domain or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Property.
(k) There are no contracts outstanding for the sale, exchange or transfer of any of the Owned Real Property or Leased Real Property, or any portion thereof.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Modern Medical Modalities Corp), Asset Purchase Agreement (Modern Medical Modalities Corp)
Title and Related Matters. (a) Except for Permitted EncumbrancesSeller has good, the Company or the Seller, as the case may be, holds an insurable fee simple valid and marketable title to the Acquired Assets free and clear of all Encumbrances other than the Permitted Encumbrances and those Encumbrances that are to be released at or prior to Closing. Except as set forth in Schedule 5.8(a), Seller has not leased or otherwise granted to any Person the right to use or occupy the Owned Real Property Property, and any real property that the Company there are no outstanding options, rights of first offer or its Subsidiaries purports rights of first refusal to ownpurchase such Owned Real Property.
(b) Except for Permitted Encumbrancesany Excluded Assets and for any assets being transferred by Seller pursuant to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (xi) the Seller has good and valid title to the Related Assets (other than the Real Property) which it purports to own, free and clear of all Encumbrances, and (y) the Company and its Subsidiaries have good and valid title to the material assets which they purport to own, free and clear of all Encumbrances.
(c) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, all the Related Assets to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances).
(d) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the share certificates of Company Common Stock, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances).
(e) None of the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived.
(f) Schedule 5.10(f) lists all material real property leases to which the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party (the “Leased Real Property”). Schedule 5.10(f) lists all real property owned by the Seller (so far as it relates to the Related Assets), the Company and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (i) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include Easements represent all of the material real property interests used or held for use by Seller in connection with the West Virginia Gas Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on the date of this Agreement and, except to the extent permitted by Section 7.1, as of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as now conductedexpressly contemplated hereby).
(gc) None of the SellerExcept as set forth on Schedule 5.8(c), the Company or Seller has not received written notice from any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein.
(h) Each lease related Person within three years prior to the Leased Real Property is validdate of this Agreement asserting that Seller does not have the right, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice as a result of any default has been given to the Seller, the Company title defects or any Company Subsidiary under any such lease.
(i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Property.
(j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (andtitle failures, to the knowledge of the Seller, threatened) (i) to take all use or occupy any portion of the Owned Real Property or lands covered by the Leased Transferred Easements, other than those notices that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(d) The buildings on the Owned Real Property are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices.
(e) No condemnation or any interest therein, by eminent domain or similar proceeding; (ii) to modify the zoning proceeding against any part of the Owned Real Property or the Leased Real PropertyTransferred Easements is pending or, to the Knowledge of Seller, threatened, other than such proceedings that would not individually, or in the use aggregate, reasonably be expected to have a Material Adverse Effect.
(f) To the Knowledge of Seller, (i) there are no public improvements that have been ordered to be made or development thereof; that have not been previously assessed, and (ii) there are no special, general or (iii) otherwise relating to the Owned Real Property or the Leased Real Propertyother assessments pending, threatened against, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation affecting any parts of the Owned Real Property or any of the Leased Real PropertyTransferred Easements.
(kg) There are no contracts outstanding for the sale, exchange or transfer of any All of the Owned Real Property or Leased Real PropertyInventories included as Acquired Assets consist of a quality, or any portion thereofand are not more than the quantity, reasonably expected to be usable in the ordinary course of business.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Allegheny Energy, Inc), Asset Purchase Agreement (Allegheny Energy, Inc)
Title and Related Matters. (a) Except for Permitted Encumbrancesas set forth in SCHEDULE 2.9(A) hereto, each of the Company or the SellerSellers has good, as the case may be, holds an insurable fee simple valid and marketable title to all personal, tangible and intangible, property and other assets used in the Real Property and any real property that Business or otherwise reflected in the Company Financial Statements or its Subsidiaries purports to own.
(b) Except for Permitted Encumbrances, (x) acquired after the Seller has good and valid title Financial Statement Date to the Related Assets (other than the Real Property) which it purports to ownextent constituting Acquired Assets, free and clear of all EncumbrancesLiens, Claims and (y) Orders, except Permitted Liens. All of the Company Acquired Assets that are tangible property are in good condition and its Subsidiaries have repair, ordinary wear and tear excepted and are free from defects and damages. At the Closing, the Sellers shall convey to Acquisition, pursuant to Bankruptcy Court order acceptable to the Purchasers, good and valid marketable title to the material assets which they purport to ownAcquired Assets, free and clear of all EncumbrancesLiens and Claims, which Acquired Assets constitute all of the tangible and intangible assets (other than Contracts not being assumed by the Purchasers) used in connection with the Business. All properties used in the Business as of the Financial Statement Date are reflected in the Financial Statements in accordance with and to the extent required by GAAP, except as to those assets that are leased. SCHEDULE 2.9(B) hereto sets forth a complete and accurate summary of all leased assets related to the Business that have annual rental payments in excess of $50,000 (the "MATERIAL LEASES").
(cb) Assuming they constitute All of the Material Leases are in full force and effect, and valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms. Except defaults that would result from the Chapter 11 Case, there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by any of the Sellers or any other Person under any such Material Lease. All rent and other amounts due and payable with respect to the leases related to the Business have been paid through the date of this Agreement and all rent and other amounts due and payable with respect to the leases that are due and payable on or prior to the Closing Date will effectively vest have been paid prior to the Closing Date except as set forth in Buyer goodSCHEDULE 2.9(B) hereto.
(c) None of the Acquired Assets is or will be on the Closing Date subject to any (i) Contracts of sale or lease, valid except Contracts for the sale of inventory in the ordinary and marketable title to, and ownership of, all the Related Assets to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear regular course of all Encumbrances business or (except Permitted Encumbrances)ii) Liens.
(d) Assuming Except as set forth in SCHEDULE 2.9(D) hereto, the buildings, structures and improvements included within the real property (collectively, the "IMPROVEMENTS") comply with all applicable Regulations, including building and zoning ordinances, and no alteration, repair, improvement or other work that could give rise to a Lien has been performed in respect to such Improvements within the last 120 days. Except as set forth in SCHEDULE 2.9(D) hereto, the Improvements and the mechanical systems situated therein, including without limitation the heating, electrical, air conditioning and plumbing systems, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used, and the roof of each Improvement is in satisfactory condition and is not in need of current repair or replacement. The real property and its continued use, occupancy and operation as currently used, occupied and operated in connection with the Business does not constitute valid a nonconforming use under any Regulation or Order affecting the real property (other than possible set-back violations, none of which will have a Material Adverse Effect on such real property or its continued use, occupancy and binding agreements operation as currently used, occupied and operated), and the continued existence, use, occupancy and operation of each Improvement, and the right and ability to repair and/or rebuild such Improvements in the event of casualty, is not dependent on any special Permit, exception, approval or variance. There is no pending, threatened or proposed proceeding or governmental action to modify the zoning classification of, or to take by the power of eminent domain (or to purchase in lieu thereof), or to classify as a landmark, or to impose special assessments on, or otherwise to take or restrict in any way the right to use, develop or alter, all or any part of the Buyer (where applicable), real property used in connection with the share certificates Business which would have a Material Adverse Effect. There are no encroachments upon any of Company Common Stock, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable the real property used in accordance connection with their respective termsthe Business, and will effectively vest no portion of any Improvement, encroaches upon any property not included within the real property used in Buyer goodconnection with the Business or upon the area of any easement affecting such real property. Each Improvement has direct access, valid and marketable title toadequate for the operation of the Business in the ordinary course, to a public street adjoining the real property used in connection with the Business on which such Improvement is situated, and ownership of, no existing way of access to any Improvement crosses or encroaches upon any property or property interest not used in connection with the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances)Business.
(e) None of There has not been since the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived.
(f) Schedule 5.10(f) lists all material real property leases to which the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party (the “Leased Real Property”). Schedule 5.10(f) lists all real property owned by the Seller (so far as it relates to the Related Assets), the Company and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (i) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property used or held for use in connection with the West Virginia Gas Distribution Business as now conducted.
(g) None of the Seller, the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein.
(h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease.
(i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Property.
(j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge ofFinancial Statement Date, any actionsale, proceeding or litigation pending (and, to the knowledge of the Seller, threatened) (i) to take all or any portion of the Owned Real Property or the Leased Real Propertylease, or any interest therein, by eminent domain other disposition or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Property.
(k) There are no contracts outstanding for the sale, exchange or transfer distribution of any of the Owned Real Property Acquired Assets, except for sales of inventory in the ordinary course of business, now or Leased Real Propertyhereafter owned by the Sellers, or any portion thereofexcept as otherwise consented to by the Purchaser.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 1 contract
Title and Related Matters. (a) Except for Permitted Encumbrances, CVI and each of the Company or the Seller, as the case may be, holds an insurable fee simple CVI Subsidiaries have good and marketable title to all their respective properties, interests in properties and assets, real and personal, reflected on the Real Property CVI May Balance Sheet or acquired after the date of such balance sheet (except properties, interests in properties and any real property that assets sold or otherwise disposed of since the Company or its Subsidiaries purports to own.
(b) Except for Permitted Encumbrances, (x) date of such balance sheet in the Seller has good and valid title to the Related Assets (other than the Real Property) which it purports to ownordinary course of business), free and clear of all Encumbrances, except for purchase money security interests and the lien of current taxes not yet due and payable.
(yb) CVI and the Company CVI Subsidiaries own or lease all equipment and its Subsidiaries have good all other tangible assets and valid title properties which are material to the material assets which they purport to own, free conduct of their respective businesses as currently conducted. The CVI Disclosure Schedule includes a complete and clear accurate list describing and specifying the location of all Encumbrancesof the equipment and other tangible assets and properties owned by CVI and the CVI Subsidiaries or used in their businesses and having an original cost in excess of $2,000. To the knowledge of CVI and the Indemnifying CVI Securityholders, all of such equipment and tangible assets and properties is in good operating condition and repair, subject to reasonable wear and tear.
(c) Assuming they constitute valid The CVI Disclosure Schedule includes a complete and binding agreements accurate list of each lease under which CVI or any CVI Subsidiary is the lessor, sublessor, lessee or sublessee of any equipment or other tangible assets or properties (including any related master leases) (the "CVI Equipment Leases"), describing each such lease and the type and location of the Buyer (where applicable), property which is the ▇▇▇▇ of Sale subject thereof. True and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, all the Related Assets to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear correct copies of all Encumbrances (except Permitted Encumbrances).
(d) Assuming they constitute valid CVI Equipment Leases have been provided to counsel for Raytel. All CVI Equipment Leases are in full force and binding agreements of the Buyer (where applicable), the share certificates of Company Common Stock, stock powers, endorsements, assignments effect and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances).
(e) None of the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived.
(f) Schedule 5.10(f) lists all material real property leases to which the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party (the “Leased Real Property”). Schedule 5.10(f) lists all real property owned by the Seller (so far as it relates to the Related Assets), the Company and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (i) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property used or held for use in connection with the West Virginia Gas Distribution Business as now conducted.
(g) None of the Seller, the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein.
(h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its their terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease.
(id) There are no material subleases Neither CVI nor any CVI Subsidiary owns any real property in fee simple. The CVI Disclosure Schedule includes a complete and accurate list of each real property lease under which CVI or assignments any CVI Subsidiary is the lessee, sublessee or sublessor of any kind to which real property (including any related master leases) (the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased "CVI Real Property or Owned Real Property.
(j) None Leases"), describing each such lease and the location of the Seller, property which is the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the knowledge subject thereof. True and correct copies of the Seller, threatened) (i) to take all or any portion of the Owned CVI Real Property or the Leased Real Property, or any interest therein, by eminent domain or similar proceeding; (ii) Leases have been provided to modify the zoning of the Owned counsel for Raytel. All CVI Real Property or the Leased Real PropertyLeases are in full force and effect and valid, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere binding and enforceable in accordance with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Propertytheir terms.
(k) There are no contracts outstanding for the sale, exchange or transfer of any of the Owned Real Property or Leased Real Property, or any portion thereof.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 1 contract
Title and Related Matters. (a) Except for Permitted Encumbrances, the Company or the Seller, as the case may be, holds an insurable fee simple title to the Real Property and any real property that the Company or its Subsidiaries purports to own.
(b) Except for Permitted Encumbrances, (x) the The Seller has good and valid marketable title to the Related Assets (other than the Real Property) which it purports to ownall Acquired Assets, free and clear of all EncumbrancesLiens, except (i) Permitted Liens and (yii) the Company Senior Lender Liens. Section 2.8(b) of the Disclosure Schedule hereto sets forth a complete and its Subsidiaries accurate list of all leased assets that have annual rental payments in excess of $20,000. At the Closing, the Seller shall deliver good and valid marketable title to all of the material assets which they purport to ownAcquired Assets, free and clear of all EncumbrancesLiens except for the Permitted Liens.
(b) All the leases that are part of the Acquired Assets are in full force and effect. The Seller has not received any notice of any, and there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Seller or any, to the Seller's Knowledge, other Person under any lease. All rent and other amounts due and payable with respect to the leases that are part of the Acquired Assets have been paid through the date of this Agreement and all rent and other amounts due and payable with respect to the leases that are part of the Acquired Assets that are due and payable on or prior to the Closing Date will have been paid prior to the Closing Date.
(c) Assuming The buildings, structures and improvements or real property included within the Acquired Assets (collectively, the "Improvements") comply in all material respects with all applicable restrictions, building ordinances and zoning ordinances and all Laws. The Improvements are in good operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used. The real property included in the Acquired Assets and its continued use, occupancy and operation as currently used, occupied and operated does not constitute valid a nonconforming use under any Law or Order affecting the real property (other than possible set back violations, none of which will have a Material Adverse Effect or the continued use, occupancy and binding agreements operation of the Buyer (where applicablereal property included in the Acquired Assets as currently used, occupied and operated), the ▇▇▇▇ of Sale and the deedscontinued existence, endorsementsuse, assignments occupancy and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations operation of Seller, enforceable in accordance with their respective termseach Improvement, and will effectively vest the right and ability to repair and/or rebuild such Improvements in Buyer goodthe event of casualty, valid and marketable title tois not dependent on any special Permit, and ownership ofexception, all the Related Assets to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances)approval or variance.
(d) Assuming they constitute valid and binding agreements of There has not been since the Buyer (where applicable), the share certificates of Company Common Stock, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, Balance Sheet Date and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to not be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances).
(e) None of the Seller (so far as it relates prior to the Related Assets)Closing Date, the Company any sale, lease, or any Company Subsidiary is a party to any lease other disposition or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived.
(f) Schedule 5.10(f) lists all material real property leases to which the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party (the “Leased Real Property”). Schedule 5.10(f) lists all real property owned distribution by the Seller (so far as it relates to of any of the Related Acquired Assets), the Company and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Propertynow or hereafter owned by it, together with any and all easements appurtenant to except for (i) such real property and sales of inventory in the ordinary course of business, (ii) sales or retirement of equipment no longer useful in the Transferred Pipelines Business and the natural gas pipelines owned (iii) transactions consented to by the Company and Purchaser. After the Company Subsidiaries, in each case granted to the Seller (so far as they relate to the Related Assets)Closing, the Company Purchaser will own, or any Company Subsidiaryhave the unrestricted right to use, if any, include all of the material real property properties and assets that are primarily used or held for use in connection with the West Virginia Gas Distribution Business as now conducted.
(g) None of the Seller, the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein.
(h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease.
(i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest restrictions set forth in the Leased Real Property or Owned Real PropertyLicense Agreement.
(j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the knowledge of the Seller, threatened) (i) to take all or any portion of the Owned Real Property or the Leased Real Property, or any interest therein, by eminent domain or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Property.
(k) There are no contracts outstanding for the sale, exchange or transfer of any of the Owned Real Property or Leased Real Property, or any portion thereof.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 1 contract
Sources: Credit Agreement (Agway Inc)
Title and Related Matters. (a) Except for Permitted Encumbrances, the Company or the Seller, as the case may be, holds an insurable fee simple title to the Real Property and any real property that the Company or its Subsidiaries purports to own.
(b) Except for Permitted Encumbrances, (x) the Seller The Corporation has good and valid marketable title to all real and personal property and other assets reflected in the Related Assets (other than Financial Statements or acquired after the Real Property) which it purports to ownFinancial Statement Date, free and clear of all EncumbrancesLiens, except Permitted Liens and (y) the Company and its Subsidiaries have good and valid title to the material assets which they purport to own, free and clear liens of all Encumbrances.
(c) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇▇ Fargo Business Credit Corp. All properties used in the Corporation's business operations as of Sale the Financial Statement Date are reflected in the Financial Statements and are reflected therein in accordance with and to the deedsextent required by GAAP, endorsementsexcept as to those assets that are leased. The Corporation does not have any leased assets that have annual rental payments in excess of $5,000 (including the expiration date of such lease, assignments the name of the lessor, the annual rental payment and other instruments whether a consent is required from the lessor to be executed consummate the transactions contemplated hereby).
(i) All the Corporation's leases are in full force and delivered by Seller to Buyer at Closing will be effect, and valid and binding obligations of Seller, enforceable in accordance with their respective terms. The Corporation has not received any notice of any, and there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Corporation or any other Person under any lease.
(ii) All rent and other amounts due and payable with respect to the Corporation's leases have been paid or accrued through the date of this Agreement and all rent and other amounts due and payable with respect to the Corporation's leases that are due and payable on or prior to the Closing Date will effectively vest in Buyer good, valid and marketable title to, and ownership of, all have been paid or accrued prior to the Related Assets Closing Date.
(iii) All lessors under the Corporation's real property leases have consented (where such consent is necessary) or prior to be transferred Closing will have consented (where such consent is necessary) to Buyer pursuant to and as the consummation of the transactions contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances)Agreement without requiring material modification in the rights or obligations thereunder.
(div) Assuming they constitute valid and binding agreements The Corporation has received no written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the Buyer (where applicable), period thereof upon substantially the share certificates of Company Common Stock, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective same terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances)for rent increases consistent with past experience or market rentals.
(eb) None of the Seller (so far as it relates assets belonging to the Related Assets)Corporation is or will be on the Closing Date subject to any (i) Contracts of sale or lease, except Contracts for the sale of inventory in the ordinary and regular course of business or (ii) Liens, except for Permitted Liens, and the liens of ▇▇▇▇▇ Fargo Business Credit Corp. Except as set forth in Schedule 2.13(b) ---------------- hereto, the Company Corporation has not received any written notice regarding non- compliance or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default potential non-compliance of the Sellerbuildings, structures and improvements included within the Corporation's leasehold property (collectively, the Company "Improvements") with applicable restrictions, building ------------ ordinances and zoning ordinances and all Regulations, and no material alteration, repair, improvement or any Company Subsidiary thereunder and, other work that could give rise to a Lien has been performed in respect to such Improvements within the knowledge of Seller, without any default thereunder of any other party theretolast 120 days. To the knowledge of Seller, none Knowledge of the SellerCorporation, there is no pending, threatened or proposed proceeding or governmental action to modify the Company zoning classification of, or to take by the power of eminent domain (or to purchase in lieu thereof), or to impose special assessments on, or otherwise to take or restrict in any way the right to use, develop or alter, all or any Company Subsidiary has received or given part of the Corporation's leasehold property which would have a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waivedMaterial Adverse Effect.
(fc) Schedule 5.10(f) lists all material real property leases to which There has not been since the Seller (so far as it relates Financial Statement Date and will not be prior to the Related Assets)Closing Date, the Company any sale, lease, or any Company Subsidiary is a party (other disposition or distribution by the “Leased Real Property”). Schedule 5.10(f) lists all real property Corporation of any of its assets or properties, now or hereafter owned by it, except transactions in the Seller (so far ordinary and regular course of business or as it relates otherwise consented to by Purchaser. After the Related Assets)Closing, Purchaser will own, or have the Company unrestricted right to use all properties and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (i) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property assets that are currently used or held for use in connection with the West Virginia Gas Distribution Business as now conductedCorporation's business.
(g) None of the Seller, the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein.
(h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease.
(i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Property.
(j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the knowledge of the Seller, threatened) (i) to take all or any portion of the Owned Real Property or the Leased Real Property, or any interest therein, by eminent domain or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Property.
(k) There are no contracts outstanding for the sale, exchange or transfer of any of the Owned Real Property or Leased Real Property, or any portion thereof.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 1 contract
Title and Related Matters. (a) The Corporation owns no real property. Except for Permitted Encumbrancesas set forth in Schedule 2.13(a) hereto, the Company or the Seller, as the case may be, holds an insurable fee simple title to the Real Property and any real property that the Company or its Subsidiaries purports to own.
(b) Except for Permitted Encumbrances, (x) the Seller Corporation has good and valid marketable title to all ---------------- personal property and other assets reflected in the Related Assets (other than Financial Statements or acquired after the Real Property) which it purports to ownFinancial Statement Date, free and clear of all Encumbrances, Liens or Contracts of sale or lease other than Permitted Liens. All properties used in the Corporation's business operations as of the Financial Statement Date are reflected in the Financial Statements and (y) the Company are reflected therein in accordance with and its Subsidiaries have good and valid title to the material extent required by GAAP, except as to those assets which they purport to own, free are leased. Schedule 2.13
(b) hereto sets forth a complete and clear accurate list of all Encumbrances---------------- such leased assets which have annual rental payments in excess of $10,000 (including the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby).
(ci) Assuming they constitute All of the Corporation's leases are in full force and effect, and valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms. The Corporation has not received any notice of any, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, all there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Related Assets to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances)Corporation or any other Person under any lease .
(dii) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the share certificates of Company Common Stock, stock powers, endorsements, assignments All rent and other instruments to be executed amounts due and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances).
(e) None of the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived.
(f) Schedule 5.10(f) lists all material real property leases to which the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party (the “Leased Real Property”). Schedule 5.10(f) lists all real property owned by the Seller (so far as it relates to the Related Assets), the Company and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (i) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property used or held for use in connection with the West Virginia Gas Distribution Business as now conducted.
(g) None of the Seller, the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein.
(h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease.
(i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party payable with respect to the Seller’s, Corporation's leases have been paid through the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Propertydate of this Agreement.
(jiii) None All lessors under the Corporation's real property leases have consented (where such consent is necessary) to the consummation of the Seller, transactions contemplated by this Agreement without requiring material modification in the Company rights or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the knowledge of the Seller, threatened) (i) to take all or any portion of the Owned Real Property or the Leased Real Property, or any interest therein, by eminent domain or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Propertyobligations thereunder.
(kiv) There are The Corporation has received no contracts outstanding for written notice that the sale, exchange or transfer of landlord with respect to any real property lease would refuse to renew such lease upon expiration of the Owned Real Property period thereof upon substantially the same terms, except for rent increases consistent with past experience or Leased Real Property, or any portion thereofmarket rentals.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 1 contract
Sources: Stock Purchase Agreement (Answer Think Consulting Group Inc)
Title and Related Matters. (ai) Except for Permitted Encumbrancesas set forth in Schedule 3.1(o) hereto, the Company or has and as of the Seller, as the case may be, holds an insurable fee simple Closing Date will have good and marketable title to all real and personal property and other assets reflected in the Real Property and any real property that Financial Statements or acquired after the Company or its Subsidiaries purports to own.
(b) Except for Permitted Encumbrances, (x) the Seller has good and valid title to the Related Assets (other than the Real Property) which it purports to ownFinancial Statement Date, free and clear of all EncumbrancesLiens, except Permitted Liens. All properties used in the Company's business operations as of the Financial Statement Date are reflected in the Financial Statements and (y) are reflected therein in accordance with and to the extent required by GAAP, except as to those assets which are leased. There has not been since the Financial Statement Date and will not be prior to the Closing Date, any sale, lease, or any other disposition or distribution by the Company of any of its assets or properties, now or hereafter owned by it, except transactions in the ordinary and its Subsidiaries have good and valid title regular course of business or as otherwise consented to by the material assets which they purport to Purchaser. After the Closing, the Purchaser will own, free or have the unrestricted right to use all properties and clear of all Encumbrancesassets that are currently used in connection with the Company's business.
(c1) Assuming they constitute All the Company's leases are in full force and effect, and valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms. The Company has not received any notice of any, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, all to the Related Assets to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances).
(d) Assuming they constitute valid and binding agreements best knowledge of the Buyer Company there exists no event of default or event which constitutes or would constitute (where applicable), the share certificates with notice or lapse of Company Common Stock, stock powers, endorsements, assignments and other instruments to be executed and delivered time or both) a default by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances).
(e) None of the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party to other person under any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized lease.
(2) All rent and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices amounts due and payable with respect to defaults the Company's leases have been paid through the date of this Agreement and all rent and other amounts due and payable with respect to the Company's leases which are due and payable on or prior to the Closing Date will have either been cured or waivedpaid prior to the Closing Date.
(f3) Schedule 5.10(f) lists all material All lessors under the Company's real property leases have consented (where such consent is necessary) or prior to which the Seller Closing will have consented (so far as it relates where such consent is necessary) to the Related Assets)consummation of the transactions contemplated by this Agreement without requiring material modification in the rights or obligations thereunder.
(4) The Company has received no written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals.
(ii) Except as set forth in Schedule 3.1(o) hereto, the Company or any Company Subsidiary is a party (buildings, structures and improvements included within the “Leased Real Property”). Schedule 5.10(f) lists all real property owned by the Seller Company (so far as it relates to the Related Assets)collectively, the Company "Improvements") comply in all material respects with all applicable restrictions, building ordinances and each Company Subsidiary (zoning ordinances and all regulations, and no material alteration, repair, improvement or other work which could give rise to a Lien has been performed in respect to such Improvements within the “Owned Real Property”)last 120 days. The Owned Real Property Improvements and the Leased Real Propertymechanical systems situated therein, together with any including without limitation the heating, electrical, air conditioning and all easements appurtenant to (i) such plumbing systems, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used, and the roof of each Improvement is in satisfactory condition and is not in need of current repair. The real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and its continued use, occupancy and operation as currently used, occupied and operated does not constitute a nonconforming use under any regulation or order affecting the Company Subsidiariesreal property (other than possible set back violations, none of which will have a material adverse effect on the Company's real property or its continued use, occupancy and operation as currently used, occupied and operated), and the continued existence, use, occupancy and operation of each Improvement, and the right and ability to repair and/or rebuild such Improvements in each case granted the event of casualty, is not dependent on any special permit, exception, approval or variance. There is no pending, and to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property used or held for use in connection with the West Virginia Gas Distribution Business as now conducted.
(g) None of the Seller, the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein.
(h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease.
(i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Property.
(j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the best knowledge of the SellerCompany, threatened) (i) to take all there is no threatened or any portion of the Owned Real Property proposed proceeding or the Leased Real Property, or any interest therein, by eminent domain or similar proceeding; (ii) governmental action to modify the zoning classification of, or to take by the power of eminent domain (or to purchase in lieu thereof), or to classify as a landmark, or to impose special assessments on, or otherwise to take or restrict in any way the right to use, develop or alter, all or any part of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests Company's real property which would have a material adverse effect. There are no encroachments upon any of the SellerCompany's real property, and no portion of any Improvement owned by the Company Company, encroaches upon any property not included within the Company's real property or upon the Company Subsidiaries thereinarea of any easement affecting the Company's real property. Each Improvement has direct access, which would be reasonably likely to interfere with adequate for the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Property.
(k) There are no contracts outstanding for the sale, exchange or transfer of any business of the Owned Real Property or Leased Real PropertyCompany, or any portion thereof.
(l) The parcels constituting in the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of ordinary course, to a public street adjoining the Company's real property taxes assessed toon which such Improvement is situated, and no existing way of access to any Improvement crosses or paid by, encroaches upon any property or property interest not owned by the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirementsCompany.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 1 contract
Sources: Merger Agreement (Answer Think Consulting Group Inc)
Title and Related Matters. (a) Except for Permitted Encumbrancesas set forth in Schedule 2.1l( a) attached hereto, the Company or the Seller, as the case may be, holds an insurable fee simple title to the Real Property and any real property that the Company or its Subsidiaries purports to own.
(b) Except for Permitted Encumbrances, (x) the Seller Corporation has good and valid marketable title to all real and personal, tangible and intangible, property and other assets reflected in the Related Assets (other than Financial Statements or acquired after the Real Property) which it purports to ownFinancial Statement Date, free and clear of all EncumbrancesLiens, except Permitted Liens. All properties used in the Corporation's business operations for the periods covered by the Financial Statements are reflected in the Financial Statements, except as to those assets that are leased. Schedule 2.11(b) attached hereto sets forth a complete and (y) the Company and its Subsidiaries have good and valid title to the material assets which they purport to own, free and clear accurate summary of all Encumbrancesleased assets that have annual rental payments in excess of $12,000, describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby.
(cb) Assuming they constitute All the Corporation's leases are in full force and effect, and valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms. The Corporation has not received any notice of any, and there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Corporation or any other Person under any lease. All rent and other amounts due and payable with respect to the Corporation's leases have been paid through the date of this Agreement and all rent and other amounts due and payable with respect to the Corporation's leases that are due and payable on or prior to the Closing Date will effectively vest in Buyer good, valid and marketable title to, and ownership of, all have been paid prior to the Related Assets Closing Date. All lessors under the Corporation's real property leases have consented (where such consent is necessary) or prior to be transferred the Closing will have consented (where such consent is necessary) to Buyer pursuant to and as the consummation of the transactions contemplated by this AgreementAgreement without requiring material modification in the rights or obligations thereunder. The Corporation has received no written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, free except for rent increases consistent with past experience or market rentals.
(c) None of the assets belonging to the Corporation is or will be on the Closing Date subject to any (i) Contracts of sale or lease except as set forth in Schedule 2.11(c) attached hereto, except Contracts for the sale of inventory in the ordinary and clear regular course of all Encumbrances business or (ii) Liens, except for Permitted Encumbrances)Liens and the Liens set forth in Schedule 2.11 (c) attached hereto.
(d) Assuming they constitute valid There has not been since the Financial Statement Date and binding agreements will not be prior to the Closing Date, any sale, lease, or any other disposition or distribution by the Corporation of any of its assets or properties, now or hereafter owned by it, except transactions in the Buyer (where applicable)ordinary and regular course of business or as otherwise consented to by the Purchaser. Immediately after the Closing, the share certificates of Company Common StockPurchaser will own, stock powersor have the unrestricted right to use, endorsements, assignments all properties and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances assets that are used (except Permitted Encumbrances).
(eor necessary) None of the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived.
(f) Schedule 5.10(f) lists all material real property leases to which the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party (the “Leased Real Property”). Schedule 5.10(f) lists all real property owned by the Seller (so far as it relates to the Related Assets), the Company and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (i) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property used or held for use in connection with the West Virginia Gas Distribution Business Corporation's business on the same economic basis as now conductedbefore the Closing.
(g) None of the Seller, the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein.
(h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease.
(i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Property.
(j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the knowledge of the Seller, threatened) (i) to take all or any portion of the Owned Real Property or the Leased Real Property, or any interest therein, by eminent domain or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Property.
(k) There are no contracts outstanding for the sale, exchange or transfer of any of the Owned Real Property or Leased Real Property, or any portion thereof.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Synthesis Energy Systems Inc)
Title and Related Matters. (a) Except for Permitted Encumbrancesas set forth in SCHEDULE 2.14(a) hereto, the Company or the Seller, as the case may be, holds an insurable fee simple title to the Real Property and any real property that the Company or its Subsidiaries purports to own.
(b) Except for Permitted Encumbrances, (x) the Seller Corporation has good and valid title to all its real and personal property and other assets reflected in the Related Assets (other than Financial Statements or acquired after the Real Property) which it purports to ownFinancial Statement Date, free and clear of all EncumbrancesLiens, except Permitted Liens. All properties used in the Corporation's business operations as of the Financial Statement Date are reflected in the Financial Statements and (y) the Company are reflected therein in accordance with and its Subsidiaries have good and valid title to the material extent required by GAAP, except as to those assets which they purport to own, free are leased and clear except as otherwise noted in SCHEDULE 2.9(a). SCHEDULE 2.14(b) hereto sets forth a complete and accurate list of all Encumbrancessuch leased assets which have annual rental payments in excess of $6,000 (including the expiration date of such lease, the name of the lessor, the annual or monthly rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby).
(ci) Assuming they constitute All the Corporation's leases are in full force and effect, and valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in all material respects in accordance with their respective terms. The Corporation has not received any notice of any, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, all there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Related Assets to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances)Corporation or any other Person under any lease.
(dii) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the share certificates of Company Common Stock, stock powers, endorsements, assignments All rent and other instruments amounts due and payable with respect to be executed the Corporation's leases have been paid through the date of this Agreement and delivered by Seller all rent and other amounts due and payable with respect to Buyer at the Corporation's leases which are due and payable on or prior to the Closing Date will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, have been paid on or prior to the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances)Closing Date.
(eiii) The Corporation has received no written notice that the landlord with respect to any currently existing real property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals.
(b) None of the Seller assets owned by the Corporation is or will be on the Closing Date subject to any (so far i) Contracts of sale or lease (except as it relates to the Related Assetsdisclosed in SCHEDULE 2.14(b)), except Contracts for the Company sale of inventory in the ordinary and regular course of business or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement(ii) Liens, duly authorized except for Permitted Liens and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waivedLiens set forth in SCHEDULE 2.14(c) hereto.
(fc) Schedule 5.10(f) lists all material real property leases to which Except as set forth on SCHEDULES 2.11 or 2.14(c), there has not been since the Seller (so far as it relates Financial Statement Date and will not be prior to the Related Assets)Closing Date, any sale, lease, dividend or any other disposition or distribution by the Corporation of any of its assets or properties, now or hereafter owned by it, except transactions in the ordinary and regular course of business or as otherwise previously consented to in writing by the Purchaser; provided that transactions in the ordinary and regular course of business shall not be deemed to include any dividends or other distributions in respect of a Corporation's capital stock. Immediately after the Closing, the Company or any Company Subsidiary is a party (Corporation will continue to have the “Leased Real Property”). Schedule 5.10(f) lists right to use all real property owned by the Seller (so far as it relates to the Related Assets), the Company of its properties and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (i) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far assets as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property are currently used or held for use in connection with the West Virginia Gas Distribution Business as now conductedCorporation's business.
(g) None of the Seller, the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein.
(h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease.
(i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Property.
(j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the knowledge of the Seller, threatened) (i) to take all or any portion of the Owned Real Property or the Leased Real Property, or any interest therein, by eminent domain or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Property.
(k) There are no contracts outstanding for the sale, exchange or transfer of any of the Owned Real Property or Leased Real Property, or any portion thereof.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 1 contract
Sources: Stock Purchase Agreement (Lets Talk Cellular & Wireless Inc)
Title and Related Matters. (a) Except as set forth in Schedule 5.9(a) hereto and except for Permitted Encumbrancesassets of Seller sold, used or disposed of in the Company or ordinary course of the SellerBusiness since the Financial Statement Date, as the case may be, holds an insurable fee simple (i) Seller has indefeasible title to all real and personal, tangible and intangible, property and other assets reflected in the Real Property and any real property that Unaudited Financial Statements as owned by Seller or acquired by Seller after the Company or its Subsidiaries purports to own.
(b) Except for Permitted EncumbrancesFinancial Statement Date, (x) including the Seller has good and valid title to the Related Assets (other than the Real Property) which it purports to ownPurchased Assets, free and clear of all EncumbrancesLiens, except Permitted Liens and (ii) all assets set forth on the Unaudited Financial Statements or acquired by Seller after the Financial Statement Date are free from obvious defects, have been maintained in accordance with Seller’s customary practices, are in good operating condition and repair (subject to normal wear and tear), and (y) suitable for the Company and its Subsidiaries have good and valid title to the material assets purposes for which they purport presently are used and presently are proposed to own, free be used. Schedule 5.9(a) hereto sets forth a complete and clear accurate summary of all EncumbrancesOperating Leases of tangible personal property to which Seller is a party that have annual rental payments in excess of $5,000, describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby.
(cb) Assuming they constitute All Operating Leases of Seller are in full force and effect, and valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms. Seller has not received any written notice of any event of default or event which constitutes or would constitute (with notice or lapse of time or both) a material default by Seller or any other Person under any Operating Lease of Seller. All rent and other amounts due and payable on or prior to the date of this Agreement with respect to Seller’s Operating Leases have been paid. Seller has not received any written notice that the landlord with respect to any Real Property Lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals.
(c) None of the Purchased Assets is subject to any Contracts of sale or lease except as set forth in Schedule 5.9(c), except Contracts for the sale of inventory in the ordinary and will effectively vest in Buyer good, valid and marketable title to, and ownership of, all regular course of the Related Assets to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances)Business.
(d) Assuming they constitute valid and binding agreements of Except as set forth in Schedule 5.29, there has not been since the Buyer (where applicable)Financial Statement Date any sale, the share certificates of Company Common Stock, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances).
(e) None of the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived.
(f) Schedule 5.10(f) lists all material real property leases to which the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party (the “Leased Real Property”). Schedule 5.10(f) lists all real property owned by the Seller (so far as it relates to the Related Assets), the Company and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (i) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property used or held for use in connection with the West Virginia Gas Distribution Business as now conducted.
(g) None of the Seller, the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein.
(h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease.
(i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Property.
(j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the knowledge of the Seller, threatened) (i) to take all or any portion of the Owned Real Property or the Leased Real Property, or any interest therein, other disposition or distribution by eminent domain or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Property.
(k) There are no contracts outstanding for the sale, exchange or transfer Seller of any of its assets or properties now owned by it, except transactions in the Owned Real Property or Leased Real Property, or any portion thereof.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge ordinary and regular course of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirementsBusiness.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 1 contract
Title and Related Matters. (a) Except for Permitted Encumbrancesas set forth in Schedule 3.11(a) attached hereto, the Company or the Seller, as the case may be, holds an insurable fee simple title to the Real Property and any real property that the Company or its Subsidiaries purports to own.
(b) Except for Permitted Encumbrances, (x) the Seller Purchaser has good and valid marketable title to all real and personal, tangible and intangible, property and other assets reflected in the Related Assets (other than Financial Statements or acquired after the Real Property) which it purports to ownFinancial Statement Date, free and clear of all EncumbrancesLiens, except Permitted Liens. All properties used in the Purchaser's business operations for the periods covered by the Financial Statements are reflected in the Financial Statements, except as to those assets that are leased. Schedule 3.11 (b) attached hereto sets forth a complete and (y) the Company and its Subsidiaries have good and valid title to the material assets which they purport to own, free and clear accurate summary of all Encumbrancesleased assets that have annual rental payments in excess of $12,000, describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby.
(cb) Assuming they constitute All the Purchaser's leases are in full force and effect, and valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms. The Purchaser has not received any notice of any, and there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Purchaser or any other Person under any lease. All rent and other amounts due and payable with respect to the Purchaser's leases have been paid through the date of this Agreement and all rent and other amounts due and payable with respect to the Purchaser's leases that are due and payable on or prior to the Closing Date will effectively vest in Buyer good, valid and marketable title to, and ownership of, all have been paid prior to the Related Assets Closing Date. All lessors under the Purchaser's real property leases have consented (where such consent is necessary) or prior to be transferred the Closing will have consented (where such consent is necessary) to Buyer pursuant to and as the consummation of the transactions contemplated by this AgreementAgreement without requiring material modification in the rights or obligations thereunder. The Purchaser has received no written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, free and clear of all Encumbrances (except Permitted Encumbrances)for rent increases consistent with past experience or market rentals.
(d) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the share certificates of Company Common Stock, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances).
(ec) None of the Seller (so far as it relates assets belonging to the Related Assets), Purchaser is or will be on the Company or any Company Subsidiary is a party Closing Date subject to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived.
(f) Schedule 5.10(f) lists all material real property leases to which the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party (the “Leased Real Property”). Schedule 5.10(f) lists all real property owned by the Seller (so far as it relates to the Related Assets), the Company and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (i) such real property Contracts of sale or lease except as set forth in Schedule 3.11(c) attached hereto, except Contracts for the sale of inventory in the ordinary and regular course of business or (ii) the Transferred Pipelines Liens, except for Permitted Liens and the natural gas pipelines owned by the Company and the Company Subsidiaries, Liens set forth in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property used or held for use in connection with the West Virginia Gas Distribution Business as now conductedSchedule 3.11(d) attached hereto.
(g) None of the Seller, the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein.
(h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease.
(i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Property.
(j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the knowledge of the Seller, threatened) (i) to take all or any portion of the Owned Real Property or the Leased Real Property, or any interest therein, by eminent domain or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Property.
(k) There are no contracts outstanding for the sale, exchange or transfer of any of the Owned Real Property or Leased Real Property, or any portion thereof.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Synthesis Energy Systems Inc)
Title and Related Matters. (a) Except for Permitted Encumbrancesas set forth in SCHEDULE 2.14(A) hereto, the Company or the Seller, as the case may be, holds an insurable fee simple title to the Real Property and any real property that the Company or its Subsidiaries purports to own.
(b) Except for Permitted Encumbrances, (x) the Seller Corporation has good and valid title to all its real and personal property and other assets reflected in the Related Assets (other than Financial Statements or acquired after the Real Property) which it purports to ownFinancial Statement Date, free and clear of all EncumbrancesLiens, except Permitted Liens. All properties used in the Corporation's business operations as of the Financial Statement Date are reflected in the Financial Statements and (y) the Company are reflected therein in accordance with and its Subsidiaries have good and valid title to the material extent required by GAAP, except as to those assets which they purport to own, free are leased and clear except as otherwise noted in SCHEDULE 2.9(A). SCHEDULE 2.14(B) hereto sets forth a complete and accurate list of all Encumbrancessuch leased assets which have annual rental payments in excess of $6,000 (including the expiration date of such lease, the name of the lessor, the annual or monthly rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby).
(ci) Assuming they constitute All the Corporation's leases are in full force and effect, and valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in all material respects in accordance with their respective terms. The Corporation has not received any notice of any, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, all there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Related Assets to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances)Corporation or any other Person under any lease.
(dii) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the share certificates of Company Common Stock, stock powers, endorsements, assignments All rent and other instruments amounts due and payable with respect to be executed the Corporation's leases have been paid through the date of this Agreement and delivered by Seller all rent and other amounts due and payable with respect to Buyer at the Corporation's leases which are due and payable on or prior to the Closing Date will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, have been paid on or prior to the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances)Closing Date.
(eiii) The Corporation has received no written notice that the landlord with respect to any currently existing real property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals.
(b) None of the Seller assets owned by the Corporation is or will be on the Closing Date subject to any (so far i) Contracts of sale or lease (except as it relates to the Related Assetsdisclosed in SCHEDULE 2.14(B)), except Contracts for the Company sale of inventory in the ordinary and regular course of business or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement(ii) Liens, duly authorized except for Permitted Liens and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waivedLiens set forth in SCHEDULE 2.14(C) hereto.
(fc) Schedule 5.10(f) lists all material real property leases to which Except as set forth on SCHEDULES 2.11 or 2.14(C), there has not been since the Seller (so far as it relates Financial Statement Date and will not be prior to the Related Assets)Closing Date, any sale, lease, dividend or any other disposition or distribution by the Corporation of any of its assets or properties, now or hereafter owned by it, except transactions in the ordinary and regular course of business or as otherwise previously consented to in writing by the Purchaser; provided that transactions in the ordinary and regular course of business shall not be deemed to include any dividends or other distributions in respect of a Corporation's capital stock. Immediately after the Closing, the Company or any Company Subsidiary is a party (Corporation will continue to have the “Leased Real Property”). Schedule 5.10(f) lists right to use all real property owned by the Seller (so far as it relates to the Related Assets), the Company of its properties and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (i) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far assets as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property are currently used or held for use in connection with the West Virginia Gas Distribution Business as now conductedCorporation's business.
(g) None of the Seller, the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein.
(h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease.
(i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Property.
(j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the knowledge of the Seller, threatened) (i) to take all or any portion of the Owned Real Property or the Leased Real Property, or any interest therein, by eminent domain or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Property.
(k) There are no contracts outstanding for the sale, exchange or transfer of any of the Owned Real Property or Leased Real Property, or any portion thereof.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 1 contract
Sources: Stock Purchase Agreement (Lets Talk Cellular & Wireless Inc)
Title and Related Matters. (a) Except for Permitted Encumbrancesas set forth in Schedule 2.1l(a) attached hereto, the Company or the Seller, as the case may be, holds an insurable fee simple title to the Real Property and any real property that the Company or its Subsidiaries purports to own.
(b) Except for Permitted Encumbrances, (x) the Seller Corporation has good and valid marketable title to all real and personal, tangible and intangible, property and other assets reflected in the Related Assets (other than Financial Statements or acquired after the Real Property) which it purports to ownFinancial Statement Date, free and clear of all EncumbrancesLiens, except Permitted Liens. All properties used in the Corporation’s business operations for the periods covered by the Financial Statements are reflected in the Financial Statements, except as to those assets that are leased. Schedule 2.11(b) attached hereto sets forth a complete and (y) the Company and its Subsidiaries have good and valid title to the material assets which they purport to own, free and clear accurate summary of all Encumbrancesleased assets that have annual rental payments in excess of $12,000, describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby.
(cb) Assuming they constitute All the Corporation’s leases are in full force and effect, and valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms. The Corporation has not received any notice of any, and there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Corporation or any other Person under any lease. All rent and other amounts due and payable with respect to the Corporation’s leases have been paid through the date of this Agreement and all rent and other amounts due and payable with respect to the Corporation’s leases that are due and payable on or prior to the Closing Date will effectively vest in Buyer good, valid and marketable title to, and ownership of, all have been paid prior to the Related Assets Closing Date. All lessors under the Corporation’s real property leases have consented (where such consent is necessary) or prior to be transferred the Closing will have consented (where such consent is necessary) to Buyer pursuant to and as the consummation of the transactions contemplated by this AgreementAgreement without requiring material modification in the rights or obligations thereunder. The Corporation has received no written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, free except for rent increases consistent with past experience or market rentals.
(c) None of the assets belonging to the Corporation is or will be on the Closing Date subject to any (i) Contracts of sale or lease except as set forth in Schedule 2.11(c) attached hereto, except Contracts for the sale of inventory in the ordinary and clear regular course of all Encumbrances business or (ii) Liens, except for Permitted Encumbrances)Liens and the Liens set forth in Schedule 2.11(c) attached hereto.
(d) Assuming they constitute valid There has not been since the Financial Statement Date and binding agreements will not be prior to the Closing Date, any sale, lease, or any other disposition or distribution by the Corporation of any of its assets or properties, now or hereafter owned by it, except transactions in the Buyer (where applicable)ordinary and regular course of business or as otherwise consented to by the Purchaser. Immediately after the Closing, the share certificates of Company Common StockPurchaser will own, stock powersor have the unrestricted right to use, endorsements, assignments all properties and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances assets that are used (except Permitted Encumbrances).
(eor necessary) None of the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived.
(f) Schedule 5.10(f) lists all material real property leases to which the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party (the “Leased Real Property”). Schedule 5.10(f) lists all real property owned by the Seller (so far as it relates to the Related Assets), the Company and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (i) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property used or held for use in connection with the West Virginia Gas Distribution Business Corporation’s business on the same economic basis as now conductedbefore the Closing.
(g) None of the Seller, the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein.
(h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease.
(i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Property.
(j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the knowledge of the Seller, threatened) (i) to take all or any portion of the Owned Real Property or the Leased Real Property, or any interest therein, by eminent domain or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Property.
(k) There are no contracts outstanding for the sale, exchange or transfer of any of the Owned Real Property or Leased Real Property, or any portion thereof.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Synthesis Energy Systems Inc)
Title and Related Matters. (a) Except for Permitted Encumbrancesas set forth in Schedule 3.11(a) attached hereto, the Company or the Seller, as the case may be, holds an insurable fee simple title to the Real Property and any real property that the Company or its Subsidiaries purports to own.
(b) Except for Permitted Encumbrances, (x) the Seller Purchaser has good and valid marketable title to all real and personal, tangible and intangible, property and other assets reflected in the Related Assets (other than Financial Statements or acquired after the Real Property) which it purports to ownFinancial Statement Date, free and clear of all EncumbrancesLiens, except Permitted Liens. All properties used in the Purchaser’s business operations for the periods covered by the Financial Statements are reflected in the Financial Statements, except as to those assets that are leased. Schedule 3.11 (b) attached hereto sets forth a complete and (y) the Company and its Subsidiaries have good and valid title to the material assets which they purport to own, free and clear accurate summary of all Encumbrancesleased assets that have annual rental payments in excess of $12,000, describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby.
(cb) Assuming they constitute All the Purchaser’s leases are in full force and effect, and valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms. The Purchaser has not received any notice of any, and there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Purchaser or any other Person under any lease. All rent and other amounts due and payable with respect to the Purchaser’s leases have been paid through the date of this Agreement and all rent and other amounts due and payable with respect to the Purchaser’s leases that are due and payable on or prior to the Closing Date will effectively vest in Buyer good, valid and marketable title to, and ownership of, all have been paid prior to the Related Assets Closing Date. All lessors under the Purchaser’s real property leases have consented (where such consent is necessary) or prior to be transferred the Closing will have consented (where such consent is necessary) to Buyer pursuant to and as the consummation of the transactions contemplated by this AgreementAgreement without requiring material modification in the rights or obligations thereunder. The Purchaser has received no written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, free and clear of all Encumbrances (except Permitted Encumbrances)for rent increases consistent with past experience or market rentals.
(d) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the share certificates of Company Common Stock, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances).
(ec) None of the Seller (so far as it relates assets belonging to the Related Assets), Purchaser is or will be on the Company or any Company Subsidiary is a party Closing Date subject to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived.
(f) Schedule 5.10(f) lists all material real property leases to which the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party (the “Leased Real Property”). Schedule 5.10(f) lists all real property owned by the Seller (so far as it relates to the Related Assets), the Company and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (i) such real property Contracts of sale or lease except as set forth in Schedule 3.11(c) attached hereto, except Contracts for the sale of inventory in the ordinary and regular course of business or (ii) the Transferred Pipelines Liens, except for Permitted Liens and the natural gas pipelines owned by the Company and the Company Subsidiaries, Liens set forth in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property used or held for use in connection with the West Virginia Gas Distribution Business as now conductedSchedule 3.11(d) attached hereto.
(g) None of the Seller, the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein.
(h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease.
(i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Property.
(j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the knowledge of the Seller, threatened) (i) to take all or any portion of the Owned Real Property or the Leased Real Property, or any interest therein, by eminent domain or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Property.
(k) There are no contracts outstanding for the sale, exchange or transfer of any of the Owned Real Property or Leased Real Property, or any portion thereof.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Synthesis Energy Systems Inc)
Title and Related Matters. (a) Except for Permitted Encumbrancesas set forth in Schedule 2.9(a) hereto, the Company or the Seller, as the case may be, holds an insurable fee simple title to the Real Property and any real property that the Company or its Subsidiaries purports to own.
(b) Except for Permitted Encumbrances, (x) the each Seller has good and valid marketable title to all real and personal, tangible and intangible, property and other assets reflected in the Related Assets (other than Financial Statements or acquired after the Real Property) which it purports to ownFinancial Statement Date, free and clear of all EncumbrancesLiens, Claims and (y) Orders except Permitted Liens. All properties used by the Company Sellers in the Business as of the Financial Statement Date are reflected in the Financial Statements in accordance with and its Subsidiaries have good and valid title to the material extent required by GAAP, except as to those assets which they purport that are leased and those assets set forth in Schedule 2.9(b) hereto that are to own, free and clear be utilized in connection with the performance of all Encumbrancesthe Sellers’ obligations under the Management Services Agreement.
(cb) Assuming they constitute All the leases that are part of the Acquired Assets are in full force and effect, and valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms. No Seller has received any notice of any, and there exists no event of default or event that constitutes or would constitute (with notice or lapse of time or both) a default by the Seller or any other Person under any lease. All rent and other amounts due and payable with respect to the leases that are part of the Acquired Assets have been paid through the date of this Agreement and all rent and other amounts due and payable with respect to the leases that are part of the Acquired Assets that are due and payable on or prior to the Closing Date will effectively vest in Buyer goodhave been paid prior to the Closing Date. No Seller has received written notice that the landlord with respect to any real property lease that is part of the Acquired Assets would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, valid except for rent increases consistent with past experience or market rentals.
(c) Schedule 2.9(c) hereto sets forth a complete and marketable title to, and ownership of, all the Related Assets to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear accurate summary of all Encumbrances leased assets that have annual rental payments in excess of $25,000 describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby. None of the Acquired Assets is or will be on the Closing Date subject to any (i) Contracts of sale or lease (except as disclosed in Schedule 2.9(c)), except Contracts for the sale of inventory in the ordinary and regular course of business or (ii) Liens, except for Permitted Encumbrances)Liens and the Liens set forth in Schedule 2.9(d) hereto.
(d) Assuming they constitute valid and binding agreements of There has not been since the Buyer (where applicable), the share certificates of Company Common Stock, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective termsFinancial Statement Date, and will effectively vest not be prior to the Closing Date, any sale, lease, or any other disposition or distribution by any Seller of any of the Acquired Assets, now or hereafter owned by it, except transactions in Buyer good, valid the ordinary and marketable title to, and ownership ofregular course of business or as otherwise consented to by the Purchaser. Immediately after the Closing, the shares of Company Common Stock Purchaser will own, or have the unrestricted right to use, all properties and assets that are used (or necessary) in connection with the Business on the same economic basis as before the Closing, except as to those assets set forth in Schedule 2.9(b) hereto that shall be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances).
(e) None of the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived.
(f) Schedule 5.10(f) lists all material real property leases to which the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party (the “Leased Real Property”). Schedule 5.10(f) lists all real property owned by the Seller (so far as it relates to the Related Assets), the Company and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and all easements appurtenant to (i) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property used or held for use utilized in connection with the West Virginia Gas Distribution Business as now conducted.
(g) None performance of the Seller, Sellers’ obligations under the Company or any Company Subsidiary has any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest thereinManagement Services Agreement.
(h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease.
(i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Property.
(j) None of the Seller, the Company or the Company Subsidiaries has received any written notice of, or has any knowledge of, any action, proceeding or litigation pending (and, to the knowledge of the Seller, threatened) (i) to take all or any portion of the Owned Real Property or the Leased Real Property, or any interest therein, by eminent domain or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Leased Real Property, or the use or development thereof; or (iii) otherwise relating to the Owned Real Property or the Leased Real Property, or the interests of the Seller, the Company or the Company Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Owned Real Property or the Leased Real Property.
(k) There are no contracts outstanding for the sale, exchange or transfer of any of the Owned Real Property or Leased Real Property, or any portion thereof.
(l) The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Seller, each of the parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and local governmental taxation or separate assessment requirements.
(m) There has been no delivery of any written notice to the Seller regarding any material repairs, alterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.
Appears in 1 contract