Real Estate Leases. All leases, subleases, licenses, concessions, options, and other agreements relating to the occupancy of the Leased Real Property, including the right to all security deposits and other amounts and instruments deposited thereunder, are listed on Schedule 4.8.2 (collectively, the “Real Estate Leases”), and Seller has provided Buyer with a copy of such Real Estate Leases. Except as set forth in Schedule 4.8.2: (i) the Real Estate Leases have not been modified, amended, or assigned, are legally valid, binding and enforceable in accordance with their respective terms, and are in full force and effect; and (ii) to Seller’s knowledge, there are no material defaults (or matters that upon written notice or lapse of time would constitute material defaults) by Seller or by any other party to the Real Estate Leases.
Real Estate Leases. The Company Disclosure Statement sets forth a list of (a) all leases and subleases under which the Company or the Subsidiaries is lessor or lessee of any real property together with all amendments, supplements, nondisturbance agreements and other agreements pertaining thereto; (b) all options held by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to purchase or acquire any interest in real property; and (c) all options granted by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to sell or dispose of any interest in real property. Except as set forth in the Company Disclosure Statement, as to such leases, subleases and other agreements referred to above, (i) there exists no breach or default, and no event has occurred which with notice or passage of time would constitute such a breach or default or permit termination, notification or acceleration, on the part of the Company or any Subsidiary, or on the part of any other party thereto, and (ii) as of the Effective Time, no material third party consent, approval or authorization shall be required for the consummation of the Merger. To the Company's knowledge, there are no Liens on any of the leasehold interests set forth on the Company Disclosure Statement hereof except for (i) Liens reflected in the balance sheet included in the Company's Form 10-K for the period ended December 31, 1996, (ii) Liens of record consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property which do not materially detract from the value of, or materially impair the use of, such property by the Company or the Subsidiaries in the operation of their respective businesses, (iii) Liens for current Taxes (as defined in Section 3.22(a)), assessments or governmental charges or levies on property not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP (which contested levies are described on the Company Disclosure Statement), and (iv) Liens imposed by law, such as materialman's, mechanic's, carrier's, workers' and repairmen's Liens securing obligations not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP or securing obligations not being paid in the ordinary course of business in accordance with custom...
Real Estate Leases. Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate owned by the Borrower and all Real Estate owned by any of its Subsidiaries, all leases and subleases of real property held by the Borrower as lessee or sublessee, and all leases and subleases of real property held by the Borrower as lessor, or sublessor. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists, in each case other than such as could not reasonably be expected to have a Material Adverse Effect. The Borrower has good and marketable title in fee simple to the Real Estate identified on Schedule 6.11 as owned by the Borrower, or valid leasehold interests in all Real Estate designated therein as “leased” by the Borrower and the Borrower has good, indefeasible, and merchantable title to all of its other property reflected on the June 26, 2005 Financial Statements delivered to the Agent and the Lenders, except as disposed of in the ordinary course of business since the date thereof, free of all Liens except Permitted Liens. Following the Approved Restructuring, the revised Schedule 6.11 delivered to Agent by Parent shall set forth, as of the closing date of the Approved Restructuring, a correct and complete list of all Real Estate owned by Parent and all Real Estate owned by any of its Subsidiaries, all leases and subleases of real property held by Parent or the Borrower as lessee or sublessee, and all leases and subleases of real property held by Parent and the Borrower as lessor, or sublessor. Following the Approved Restructuring, Parent shall have good and marketable title in fee simple to the Real Estate identified on Schedule 6.11 as owned by the Parent, or valid leasehold interests in all Real Estate designated therein as “leased” by Parent and Parent will have good, indefeasible, and merchantable title to all of its other property reflected on the Financial Statements delivered to the Agent and the Lenders on or about the closing date of the Approved Restructuring, except as disposed of in the ordinary course of business since the date thereof, free of all Liens except Permitted Liens.
Real Estate Leases. Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate owned by the Borrower and all Real Estate owned by any of its Subsidiaries, all leases and subleases of real or personal property held by the Borrower as lessee or sublessee (other than leases of personal property as to which the Borrower is lessee or sublessee for which the value of such personal property in the aggregate is less than $250,000), and all leases and subleases of real or personal property held by the Borrower as lessor, or sublessor. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists. The Borrower has good and marketable title in fee simple to the Real Estate identified on Schedule 6.11 as owned by the Borrower, or valid leasehold interests in all Real Estate designated therein as “leased” by the Borrower and the Borrower has good, indefeasible, and merchantable title to all of its other property reflected on the May 31, 2005 Financial Statements delivered to the Agent and the Lenders, except as disposed of in the ordinary course of business since the date thereof, free of all Liens except Permitted Liens.
Real Estate Leases. Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate owned by the Parent and all Real Estate owned by any Borrower, all leases and subleases of real or personal property held by the Borrowers as lessee or sublessee, and all leases and subleases of real or personal property held by the Borrowers as lessor, or sublessor, in each case, as to which the interests of the relevant Borrower has a book value or estimated fair market value in excess of $750,000. Each of such leases and subleases is valid and enforceable against the applicable Borrower in accordance with its terms and is in full force and effect, and no material default by any Borrower to any such lease or sublease exists. The Borrowers have good and marketable title in fee simple to the Real Estate identified on Schedule 6.11 as owned by the Borrowers, or valid leasehold interests in all Real Estate designated therein as "leased" by the Borrowers. The Borrowers have good, indefeasible, and merchantable title to all of their other property reflected on the March 31, 2001 Financial Statements delivered to the Agent and the Lenders, except as disposed of in the ordinary course of business since the date thereof, free of all Liens except Permitted Liens. All of the statements made by or on behalf of the Parent or any Subsidiary and contained in any exhibit, report, statement or certificate furnished by or on behalf of the Parent or any Subsidiary to any appraiser of the Real Estate in connection with the transactions contemplated by this Agreement are true, correct, and complete in all material respects and do not omit any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.
Real Estate Leases. None of the Credit Parties or their respective Subsidiaries or any Guarantor is in default under any of its leases of real estate.
Real Estate Leases. All leases, subleases, licenses, concessions, options, and other agreements relating to the occupancy of the Owned Real Property, including the right to all security deposits and other amounts and instruments deposited thereunder, are listed on Schedule 3.10(c) (collectively, the “Real Estate Leases”), and Seller has provided the Lender with a copy of such Real Estate Leases. Except as set forth in Schedule 3.10(c), (i) the Real Estate Leases have not been modified, amended, or assigned, are legally valid, binding and enforceable in accordance with their respective terms, and are in full force and effect; and (ii) to the Borrower’s knowledge, there are no material defaults (or matters that upon written notice or lapse of time would constitute material defaults) by the Borrower or by any other party to the Real Estate Leases
Real Estate Leases. Except as terminated or expired in accordance with its terms, (a) each of the leases and subleases of real or personal property held by any Loan Party as lessee or sublessee (other than leases of personal property as to which any Loan Party is lessee or sublessee for which the value of such personal property in the aggregate is less than $5,000,000) is valid and enforceable in accordance with its terms against the Loan Party thereof which is a party thereto and is in full force and effect, and to the best of each Loan Party’s knowledge, no default by any party to any such lease or sublease exists; and (b) each of the leases and subleases of real or personal property held by any Loan Party as lessor, or sublessor is valid and enforceable in accordance with its terms against the Loan Party thereof which is a party thereto and is in full force and effect, and to the best of each Loan Party’s knowledge, no default by any party to any such lease or sublease exists, except in the case of clauses (a) and (b), where such default or non-enforceability could not reasonably be expected to (i) have a Material Adverse Effect or (ii) affect the Agent’s access to any Collateral. Each Loan Party has good and indefeasible title in fee simple to the Real Estate as owned by such Loan Party, or valid leasehold interests in all Real Estate leased by such Loan Party and each Loan Party has good and indefeasible title to all of its other property reflected on the June 30, 2011 Financial Statements delivered to the Agent and the Lenders, except as disposed of in compliance with Section 7.9 and except where failure to have such title could not reasonably be expected to (i) have a Material Adverse Effect or (ii) affect the Agent’s access to any Collateral, free of all Liens except Permitted Liens.
Real Estate Leases. (a) Schedule 3.17 sets forth a true, correct and complete list of: (i) all real property owned in fee by Crosstex (the “Real Property”), (ii) all real property owned by one or more Shareholders or other affiliates of Crosstex that is used in the business of Crosstex, (iii) all leases, subleases or other agreements under which Crosstex is a lessor or lessee of any real property or interest therein (the “Leases”); (iv) all options held by Crosstex or Contractual Obligations on the part of Crosstex to purchase or acquire any interest in real property; and (v) all options granted by Crosstex to sell or dispose of any interest in real property. Schedule 3.17 includes, without limitation, the location of the property, the names of the lessor (or owner) and lessee or optionor and optionee, as the case may be, and any affiliation or other association between Crosstex and the lessor and lessee or optionor and optionee, as the case may be. A true, correct and complete copy of each Lease has been delivered to Purchaser together with all amendments and modifications thereto, and all subordination, non-disturbance and/or attornment agreements related thereto, and no changes have been made thereto since the date of delivery. Each Lease is valid and in full force and effect. With respect to Crosstex’s performance under a Lease, no material default, or event which, with notice or lapse of time or both, would constitute a default, in any material respect by Crosstex, has occurred thereunder. Crosstex’s principal physical plants and facilities are in working condition and repair, and are substantially sufficient for the conduct of its business as presently conducted. No condemnation proceeding is pending or, to the knowledge of Seller and Crosstex, threatened which would preclude or materially impair the use of any material property leased to or from Crosstex or owned by Crosstex. Crosstex has not received any notice that it is in violation of any material zoning regulation or requirement relating to any material property leased to or from Crosstex.
Real Estate Leases. True, correct and complete copies of the fully-executed Real Estate Leases, and all amendments, assignments, modifications and other supplements in connection therewith, together with a Subordination, Non-Disturbance and Attornment Agreements with respect to each Facility, in each case, in a form and substance acceptable to Lender, including, without limitation, evidence that the Rent Expense associated with the Real Estate Leases on an annual basis is not less than Seven Hundred Ninety Thousand and 00/100 Dollars ($790,000) in the aggregate.
