Real Estate and Personal Property. (a) Section 3.08(a) of the Disclosure Schedule contains a complete and accurate list of all (i) owned real property and (ii) real property leaseholds or other interests therein leased or subleased or otherwise used or occupied by the Company or Company Subsidiaries, and of all leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications thereof or waivers thereto (collectively, the “Company Real Property Leases”), as well as the current annual rent and term under each Company Real Property Lease. The Company Real Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. Except as set forth on Section 3.08(a) of the Disclosure Schedule, each of the Company and Company Subsidiaries has good and marketable title in fee simple to the Real Property owned by it and has good and marketable title in all personal property owned by it that is material to its business, in each case free and clear of all Encumbrances, except as disclosed on Section 3.08(a) of the Disclosure Schedule for Encumbrances as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or Company Subsidiaries.
Real Estate and Personal Property. (a) Schedule 3.08 of the Disclosure Schedule contains a complete and accurate list of all real property, leaseholds or other interests therein owned by the Company or Company Subsidiary. Company Subsidiary has good and marketable title in fee simple to the Real Property owned by it and the Company has good and marketable title in all personal property owned by the Company that is material to its business, in each case free and clear of all Encumbrances, except as disclosed on Section 3.08(a) of the Disclosure Schedule for Encumbrances as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company. The Company does not lease any real property.
Real Estate and Personal Property. Tax Prorations. Real estate taxes and assessments and personal property taxes ("Taxes") shall be prorated at the Closing based upon the last available tax duplicate, which prorations shall thereafter be adjusted directly between Seller and Purchaser based upon the actual amount of taxes for the year in which the Closing occurs, promptly following receipt of the official statement therefor and notice thereof by Purchaser to Seller. The proration agreement set forth herein shall be incorporated into an agreement in form reasonably satisfactory to Purchaser and Seller to be executed and delivered by each at Closing. All Taxes shall be prorated on the accrual basis, Seller being responsible for all Taxes accruing up to the Closing Date regardless of whether such Taxes are then due and payable.
Real Estate and Personal Property. 2.1 The following described real estate located in Xxxxxx County, Nebraska, (as the same is defined in Neb. Rev.
Real Estate and Personal Property. Seller agrees to sell and Bradco ------------------------------------ agrees to purchase, all upon the terms and subject to the conditions contained in this Agreement: (a) that certain real property in Walden, New York and legally described on Schedule 1.1 to this Agreement and all improvements thereon ------------ (the "Walden Parcel"); (b) that certain real property in Exton, Pennsylvanxx xxx legally described on Schedule 1.2 to this Agreement and all improvements thereon ------------ (the "Exton Parcel") (the Walden Parcel and the Exton Parcel are sometimes hereinafter refexxxx xo jointly as the "Real Estate"), and (c) the equipment and fixtures attached to, located on or used primarily in connection with the Walden Parcel and the Exton Parcel as respectively listed on Scxxxxxx 1.3 to this ------------- Agreement (the "Personal Property" and, together with the Real Estate, the "Subject Property").
Real Estate and Personal Property. Schedule 3.7 of the Disclosure Letter is a legal description of all real property and a list of all items of personal property which are owned and have a book value in excess of $25,000 net of the reserve for depreciation, and all real property and all material items of personal property which are leased or licensed by the Company or any Subsidiary under leases relating to assets which are material to the operation of the Company or which provide for payments throughout the lease term of more than $75,000. Each of the Company and the Subsidiaries has good and marketable title to all of its property and assets, other than leased or licensed property, including those listed and described in Schedule 3.7 of the Disclosure Letter as owned property and assets, in each case free and clear of any liens, security interests, claims, charges, options, rights of tenants or other encumbrances, except for Permitted Liens. Each of the leases, licenses and agreements described in Schedule 3.7 of the Disclosure Letter is in full force and effect and constitutes a legal, valid and binding obligation of the Company and, to the knowledge of the Company, the other respective parties thereto and, there is not under any of such leases, licenses or agreements existing any material default of the Company or any Subsidiary or, to the knowledge of the Company, any other parties thereto. All buildings, machinery and equipment owned or leased by the Company or any of the Subsidiaries are in all material respects in operating condition and reflect a reasonable state of repair, subject only to ordinary wear and tear. Neither the Company nor any Subsidiary has received any notice of a violation of any applicable zoning regulation, ordinance or other law, regulation or requirement relating to its operations and properties, whether owned or leased, which could reasonably be expected to have a Company Material Adverse Effect. Except pursuant to this Agreement, neither Company nor any Subsidiary is a party to any contract or obligation whereby there has been granted to anyone an absolute or contingent right to purchase, obtain or acquire any rights in any material assets, properties or operations which are owned by the Company or which are used in connection with the business of the Company or any Subsidiary.
Real Estate and Personal Property. Schedule 3.16 hereto contains a true and complete list (designating the relevant owners, lessors and lessees) of (a) all real property owned, leased or subleased by Advisors and all buildings and other structures located on such real property (including leasehold improvements) , and (b) all vehicles, equipment, furniture, fixtures and other personal property owned, leased, subleased or managed by Advisors which, in the case of clause (b) only, is material to Advisors. The Properties owned, leased or subleased by Advisors are sufficient to conduct its operations as currently conducted, and the foregoing personal properties are in sound operating condition and repair, normal wear and tear excepted. There has not been any material interruption of the operations of Advisors due to inadequate maintenance of any such properties. With respect to the leases under which Advisors leases real property, each such lease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the Merger.
Real Estate and Personal Property. Schedule 3.7 of the Disclosure Letter is a complete and correct list and brief description as of the date of this Agreement of all real property and items of personal property which are owned and have a book value in excess of $100,000 net of the reserve for depreciation, and all real property and all material items of personal property which are leased or licensed by the Acquired Company under leases relating to assets which are material to the operation of the Acquired Company or which provide for payments throughout the lease term of more than $25,000. The Acquired Company has good and marketable title to all of its property and assets, other than leased or licensed property, including those listed and described in Schedule 3.7 of the Disclosure Letter as owned property and assets, in each case free and clear of any liens, security interests, claims, charges, options, rights of tenants or other encumbrances, except as disclosed or reserved against in Schedule 3.7 of the Disclosure Letter (to the extent and in the amounts so disclosed or reserved against) and except for liens arising from current taxes not yet due and payable. Each of the leases, licenses and agreements described in Schedule 3.7 of the Disclosure Letter is in full force and effect and constitutes a legal, valid and binding obligation of the Acquired Company and, to the knowledge of the Acquired Company and the Selling Shareholders, the other respective parties thereto and, to the knowledge of the Acquired Company and the Selling Shareholders, is enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally, and there is not under any of such leases, licenses or agreements existing any default of the Acquired Company or, to the knowledge of the Acquired Company and the Selling Shareholders, any other parties thereto. Neither the Acquired Company nor any Selling Shareholder has received any payment from a lessor or licensee in connection with or as inducement for entering into a lease or license under which it is a lessee or a licensee. All buildings, machinery and equipment owned or leased by the Acquired Company are in good operating condition and reasonable state of repair, subject only to ordinary wear and tear. The Acquired Company has not received any notice of a violation ...
Real Estate and Personal Property. Taxes ---------------------------------------
Real Estate and Personal Property. (a) The real properties owned by the Company or any Subsidiary or demised by the leases listed on Schedule 4.11 constitute all of the real property owned, leased, used or occupied by the Company or any Subsidiary (other than any real property of any Third-Party where any consigned inventory or components of the Company or a Subsidiary thereof is maintained in the Ordinary Course of Business).
