Transferred Real Property. Each Transferred Real Property (i) is Real Property that is owned by Seller or an Other Seller for use primarily in connection with the Business and (ii) will be transferred by Seller to Purchaser at the Closing pursuant to the applicable documents to be delivered pursuant to Sections 2.4(e) and 2.5(b).
Transferred Real Property. Transferor shall not create any new Encumbrance (other than Permitted Encumbrances) affecting any parcel of Transferred Real Property that is not being contested in good faith or will not be removed prior to Closing. Transferor shall not demolish or remove any existing material improvements, or erect new material improvements on any parcel of Transferred Real Property or any portion thereof, except in the ordinary course.
Transferred Real Property. (a) The Buyer, on behalf of the Sellers, shall obtain title commitments (collectively, the “Commitments”) applicable to each parcel of the Transferred Real Property and issued by First American Title Insurance Company (the “Title Company”). The Commitments shall be dated on or prior to the Closing Date and shall provide for the issuance of an ALTA extended coverage form of policy of title insurance as to each parcel of the Transferred Real Property (each, a “Title Policy”, and collectively, the “Title Policies”). Each respective Title Policy shall be in the amount of the Purchase Price allocated to each parcel of the Transferred Real Property insured by such Title Policy, showing fee simple title to such Transferred Real Property vested in the Buyer, subject only to current real estate Taxes not yet due and payable as of the Closing Date (which Taxes shall be prorated between the Buyer and the Sellers as of the Closing Date), and the Permitted Real Estate Liens.
Transferred Real Property. (a) Section 2.02(a)(i)(B) of the Disclosure Letter sets forth a complete and accurate list of the Transferred Leased Real Property, comprised of the addresses of such Transferred Leased Real Property. With respect to each Transferred Real Property Lease (i) the applicable Selling Entity or Transferred Entity has a valid leasehold, subleasehold or licensee interest in the Transferred Leased Real Property subject to no Liens other than Permitted Liens, (ii) such Transferred Real Property Lease is in full force and effect, (iii) there exists no material default on the part of the relevant Selling Entity or Transferred Entity that is party to any such Transferred Real Property Lease, and, to the Knowledge of Sellers, no landlord, sublandlord or licensor under such Transferred Real Property Lease is in material default thereunder, (iv) neither the relevant Selling Entity nor Transferred Entity nor any other member of the Seller Group has received written notice of any material default or event that, with notice or lapse of time, or both, would constitute a material default under any such Transferred Real Property Lease, and (v) to the Knowledge of the Sellers, no event has occurred that, with or without notice or lapse of time or both, would result in a material default by the relevant Selling Entity or Transferred Entity under such Transferred Real Property Lease or by the landlord, sublandlord or licensor thereunder, and (vi) to the Knowledge of the Sellers, there exists no material unresolved dispute under any Transferred Real Property Leases with the applicable landlord, sublandlord or licensor thereunder. True, correct and complete copies of (i) the Transferred Real Property Leases and all material amendments, modifications, supplements, renewals, extensions and memoranda thereof have been made available to the Purchaser, and (ii) all estoppel certificates and subordination, non- disturbance and attornment agreements related to the Transferred Real Property Leases have been made available to the Purchaser to the extent that the foregoing are currently in the reasonable possession or control of the Seller Group as of the date hereof. Except as set forth on Section 4.16(a) of the Disclosure Letter, no Consent or approval by the landlord, sublandlord or licensor is required under any Transferred Real Property Lease as a result of the execution or performance of this Agreement or the consummation of the Transactions.
Transferred Real Property. (a) A true, correct and complete list of Transferred Owned Real Property is set forth in Section 2.02(a)(i)(A) of the Disclosure Letter. With respect to each Transferred Owned Real Property, (i) a member of the Seller Group has in all material respects good and valid fee simple title (or the respective foreign analogous interest) to such parcel of Transferred Owned Real Property, free and clear of all Liens (other than Permitted Liens), (ii) other than the rights of Purchaser pursuant to this Agreement, there are no material outstanding options, rights of first offer or rights of first refusal to purchase the Transferred Owned Real Property or any portion thereof or interest therein, (iii) there is no pending or, to the Knowledge of the Seller, threatened material condemnation, eminent domain or similar proceeding affecting all or any part of the Transferred Owned Real Property, and (iv) other than the leases or licenses with respect to the Transferred Owned Real Property set forth in Section 4.15(a) of the Disclosure Letter (“Third Party Leases”), no member of the Seller Group has leased, or otherwise granted to any third party any material right to use or occupy, any portion of the Transferred Owned Real Property.
Transferred Real Property. Section 2.9 of the Disclosure Schedule lists the Transferred Real Property. Sellers have delivered or made available to Buyer true, correct and complete copies of the deeds and other instruments (as recorded) by which the applicable Seller acquired each parcel of Transferred Real Property, and copies of the commitments from the title 11 insurance company to deliver the title insurance policies described in Section 5.1(j). With respect to the Transferred Real Property: (a) Seller 1 has good and marketable indefeasible fee simple title to such Transferred Real Property, free and clear of any Security Interest, except for Permitted Liens; (b) except as set forth in Section 2.9(b) of the Disclosure Schedule, there are no leases, subleases or agreements granting to any party or parties the right of use or occupancy of any portion of such Transferred Real Property and there are no Persons in possession of any portion of such Transferred Real Property other than the applicable Seller; (c) there are no outstanding Contracts, options, rights of first offer or rights of first refusal to purchase, or to lease or use, such Transferred Real Property or any portion thereof or interest therein executed or otherwise agreed to by a Seller or any of its Affiliates;
Transferred Real Property. 29 8.10 Release of Obligations...................................................29 8.11 Dealership Termination and Release Agreement.............................30 8.12 Survivor's Frustration of Closing Conditions.............................30 8.13 [Intentionally Omitted]..................................................30 8.14
Transferred Real Property. Prior to the Closing Date, Parent shall transfer to the Company each of the parcels of real property used in connection with the Company's operations at the locations identified on Schedule 5.7 (the "Transferred Real Property"). The Transferred Real Property shall be transferred to the Company free and clear of all liens, mortgages, pledges, encumbrances or charges of every kind, nature and description whatsoever except for Permitted Encumbrances.
Transferred Real Property. The Transferred Real Property shall have been transferred to the Company in accordance with and pursuant to the terms of Section 5.7 hereof.
Transferred Real Property. (a) (i) Seller, a Selling Affiliate or a Transferred Company has good and valid title to the applicable Owned Real Property, free and clear of any Liens, other than Permitted Liens, (ii) Seller, a Selling Affiliate or a Transferred Company has a valid leasehold estate (as lessee) in all Leased Real Property as lessee or sublessee, in each case free and clear of all Liens, other than Permitted Liens, and (iii) Schedule 3.05(a) to the Disclosure Letter sets forth all leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Transferred Real Property (other than any landlord of Leased Real Property). None of the Owned Real Property is subject to any first refusal, purchase option, right to purchase or other similar right.
