Representations: real property

81 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Real Property

   (a) Seller does not own any real property used in connection with the Purchased Assets. Neither the whole nor any portion of the Leased Real Property has been condemned, requisitioned, expropriated or otherwise taken by any Governmental Authority and, to the Knowledge of Seller, no such condemnation, requisition, expropriation or taking is threatened or contemplated. There are no pending or, to the Knowledge of Seller, threatened changes to any applicable codes or zoning requirements affecting or against all, any portion of or adjacent to the Leased Real Property. There are no (i) public improvements which have been ordered, commenced or completed and for which an assessment may be levied against the Leased Real Property, or (ii) planned improvements which may result in any assessment against the Leased Real Property, in either case which would be the obligation of Seller. There is no Lien applicable to the Leased Real Property that would impair the current use or the occupancy of such Leased Real Property by Buyer. All buildings, structures, fixtures, and appurtenances comprising part of the Leased Real Property were constructed or installed in accordance with all Laws, are structurally sound and in good condition and repair (normal wear and tear excepted), and do not encroach on any property owned by any other Person, and there are no violations of any Law affecting any portion of the Leased Real Property, including violations of any Laws regulating building, zoning, fire, safety, environmental, traffic, flood control or health, and no notice of any such violation has been issued by any Governmental Authority. (b) All improvements to the Leased Real Property (including mechanical, electrical and plumbing systems serving such improvements) are in good condition and repair (normal wear and tear excepted), and such improvements are free from structural defects. There are no continuing maintenance, repair or capital improvement obligations with respect to the Leased Real Property. There are no improvements or additions that are required to be removed by the lessee upon termination of any lease or sublease relating to the Leased Real Property and there are no damages, conditions or repairs that the lessee would be obligated to repair, restore or remediate upon termination of such lease or sublease. The Leased Real Property is supplied with utilities and other s […]

   CLEANSPARK, INC. (CLSK) (CIK 0000827876) · filed 2024-06-20 · read the filing · this wording recurs in 4 agreements we hold

2. 02

   Real Property

   (a) The Seller does not own any real property. (b) Section 4.8(b) of the Disclosure Schedule sets forth, as of the date of this Agreement, a correct and complete list of all of the real property leased, subleased or licensed to the Seller or any Transferred Subsidiary (including the Leased Real Property), including (i) the address for any such leased real property and (ii) the title and date of and the parties to each Contract evidencing the applicable lease or sublease of each such leased real property, and any and all amendments, modifications, and side letters relating thereto, if any (each a “ Lease ”). The Seller has provided the Buyer with correct and complete copies of each Lease. (c) Except as set forth in Section 4.8(b) of the Disclosure Schedule, as of the date of this Agreement, (i) the Seller or a Transferred Subsidiary, as applicable, has valid leasehold interests in the Leased Real Property, in each case, free and clear of all Liens (other than Permitted Liens), (ii) each Lease is in full force and effect, (iii) all rent and other material sums and charges payable thereunder are current and (iv) neither the Seller nor the Transferred Subsidiary party to such Lease has received written notice that it is currently in default in any material respect with respect thereto. Neither the Seller nor any Transferred Subsidiary is in material breach or default under or has received any written notice of default by any landlord of a Lease that remains outstanding, and, to the Knowledge of the Seller, no such landlord is in default under its Lease beyond any applicable notice, grace or cure period thereunder. (d) Except as set forth in Section 4.8(d) of the Disclosure Schedule, there is no Person other than the Seller or a Transferred Subsidiary in possession of any portion of the Leased Real Property, and no Contract grants any Person (other than the Seller or any Transferred Subsidiary) the right of use or occupancy of any portion of the Leased Real Property. (e) The Seller’s and the Transferred Subsidiary’s, as applicable, use of the Leased Real Property complies in all material respects with all applicable Laws, covenants, conditions, restrictions, easements, disposition agreements and similar matters affecting the Leased Real Property. All material Permits (including certificates of use and occupancy) required in connection with the use, occupation and […]

   ContextLogic Inc. (LOGC) (CIK 0001822250) · filed 2024-03-15 · read the filing · this wording recurs in 2 agreements we hold

3. 03

   Title

   Except as set forth in Schedule 3.14.3 , each Seller owns all right, title and interest in and to such Seller’s Owned IP, free and clear of all Liens, and each Seller has at all times had, the right to exploit all of such Seller’s Intellectual Property Rights exploited by such Seller in carrying on the Business in the manner in which such Seller is exploiting or has exploited such Intellectual Property Rights. Except for the Sellers, no other Person has any ownership rights of any kind in the Owned IP. The Sellers have taken commercially reasonable steps to protect its rights in and to the Owned IP, in each case in accordance with commercially reasonable industry practice. None of the Owned IP is subject to any outstanding Order or agreement that restricts the rights of any Seller to transfer, use, enforce, license or otherwise exploit the Owned IP. A- 23 3.14.4 No Restrictions .Except as set forth in Schedule 3.14.4 , no Seller is a party to or bound by any Contract or other obligation that limits or impairs its ability to use, sell, transfer, assign, convey or otherwise exploit, or that otherwise affects, any of the Owned IP or any of the Seller Products and Services, in any geographic area, during any period of time or in any market or market segment. Except as set forth in Schedule 3.14.4 , no Seller has granted to any Person any right, license or permission to use or otherwise exploit all or any portion of, or otherwise encumbered such Seller’s rights in or to, any of the Owned IP or Licensed IP other than non-exclusive rights granted to customers, contractors, hosting services providers and other technology partners in the Ordinary Course. No Seller has granted to any other Person an exclusive license or other exclusive right to any of the Owned IP or Licensed IP. Except as set forth in Schedule 3.14.4 , no Seller is obligated to pay any royalties, fees or other compensation to any Person in respect of its ownership, use, license or other exploitation of any Intellectual Property Rights, other than Licensed IP obtained pursuant to COTS Technology Agreements

   American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

4. 04

   Title and Survey

   (a) Title Insurance Commitment and Survey . Within ten (10) business days after the Effective Date, Purchaser shall obtain at the sole cost and expense of Purchaser: a) a) a title insurance commitment issued by First American Title Company, licensed in the State of Florida, (the “ Title Company ”) showing the status of record title to the Property (a “ Title Commitment ”) and committing to insure, subject to the exceptions and requirements set forth therein, title to the Property in Purchaser in the amount of the Purchase Price under the Title Company’s standard owner’s title insurance policy; and b) b) a current ALTA survey certified to Purchaser (the “ Survey ”). Purchaser shall promptly provide Seller with a copy of the Title Commitment and Survey upon Purchaser’s receipt and said delivery shall include legible copies of or links to all recorded documents referred to in the Title Commitment. Extended title coverage or endorsements will be issued only at the request of the Purchaser and will be at Purchaser’s sole expense. (b) Copies and Descriptions . After the Effective Date, Seller shall provide to Purchaser, copies of all Permits, if any; copies of all Plans, if any; copies of the most recent tax bills concerning the Real Property, together with a copy of any notice of increase in valuation, if any, received by Seller since such tax statements were issued; and copies of any notices concerning existing or proposed special assessments levied against or affecting the Real Property, if any. (c) Environmental History . Copies of any documents or communications relating to the environmental condition of the Real Property in the possession of Seller (“ Environmental Reports ”). (d) All information and documentation relating to the Property that have been provided or that may be provided to Purchaser during the course of Purchaser’s due diligence investigation of the Property, including, but not limited to, any Environmental Reports, is provided without warranty of any kind, including as to the accuracy, validity or completeness of any such information or documentation

   LMP Automotive Holdings, Inc. (CIK 0001731727) · filed 2022-08-10 · read the filing · this wording recurs in 2 agreements we hold

5. 05

   Title to Properties and Assets

   Seller has good and marketable title to the Assets, subject to no Liens, except for Permitted Liens and as set forth in Schedule 3.7. 3.8 Real Property; Real Property Leases . Except as set forth in Schedule 3.8: (i) Seller does not own or lease any real property and (ii) Seller is not a party to any Contract or option to purchase or lease any real property or interest therein. 10 3.9 Tax Matters . (A) To Seller’s knowledge and belief, all federal, state, local and foreign Tax returns required to be filed by Seller with respect to the Assets or the Business have been properly and timely filed (taking into account applicable extensions) with the appropriate Governmental Authorities in all jurisdictions in which such returns, reports and statements are required to be filed, and all Taxes required to be paid with respect to the Assets or the Business, whether or not reflected on any such Tax returns, have been timely paid. (B) Schedule 3.9 sets forth for Seller those taxable years for which Tax Returns of Seller related to the Assets or the Business are currently being audited by the Internal Revenue Service (“ IRS ”). (C) Except as set forth in Schedule 3.9, Seller has not executed or filed with the IRS or any other Governmental Authority any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Taxes related to the Assets. (D) To Seller’s knowledge and belief, Seller has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder, member, or other party and complied with all information reporting and backup withholding provisions of applicable Law. (E) Except as set forth in Schedule 3.9, Seller has no obligation under any written Tax sharing agreement with respect to the Assets or the Business

   iCoreConnect Inc. (ICNP, ICCRW) (CIK 0001408057) · filed 2023-03-23 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Contracts and Leases

   Except as shown on Schedule 5.13 , the Company does not (i) have any leases of personal property relating to the Purchased Assets, whether as lessor or lessee; (ii) have any have any contractual or other obligations relating to the Purchased Assets, whether written or oral; and (iii) have given any power of attorney to any person or organization for any purpose relating to the Purchased Assets or business of the Company or the Asset Purchase Agreement - Page 8 Business. The Company operates its adult entertainment cabaret located at the Premises under an existing lease agreement. The Company shall make available to Purchaser prior to the Closing Date each and every written contract, lease or other document relating to the Purchased Assets of the Company to which it is subject or is a party or a beneficiary. To the Company’s knowledge, such contracts, leases or other documents are valid and in full force and effect according to their terms and constitute legal, valid and binding obligations of the Company and the other respective parties thereto and are enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, and other similar laws of general application relating to or affecting creditors’ rights and to general equitable principles. The Company has no knowledge of any default or breach under such contracts, leases, or other documents or of any pending or threatened claims under any such contracts, leases, or other documents, except as listed on Schedule 5.13. Neither the execution of this Agreement, nor the consummation of all or any of the transactions contemplated under this Agreement, will constitute a breach or default under any such contracts, leases or other documents which would have a material adverse effect on the financial condition of the Company or the operation of the Business after the Closing

   RCI HOSPITALITY HOLDINGS, INC. (RICK) (CIK 0000935419) · filed 2022-12-15 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Owned Real Property

   ☒ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☐ The representations and warranties of this section apply to the Shareholder. (a) The Seller does not own any Real Property; and, (b) The Seller does not own or hold, is not obligated under, or party to, any option, right of first refusal, or other contractual right to acquire any real property or interest therein

   AMERINST INSURANCE GROUP LTD (CIK 0001065201) · filed 2023-09-26 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Title to Assets

   Imara has good and valid title to all of the Purchased Assets, free and clear of all Encumbrances. The Purchased Assets include all of the assets (tangible and intangible), that are owned by Imara A-15 Table of Contents on the Execution Date and that are related to, or arose out of, the Imara PDE9 Program, including any such assets that are related to, or arose out of, Imara’s Exploitation of the Licensed Compounds

   IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 2 agreements we hold

9. 09

   Affiliated Leases

   Buyer and Seller acknowledge and agree that as of the Effective Date, Seller and Buyer (and/or Affiliates of Buyer) are parties to certain leases, licenses or other occupancy agreements relating to the Property (collectively, the “ Affiliated Leases ”). Notwithstanding anything in this Agreement or the Access Agreement to the contrary, nothing contained in this Agreement or the Access Agreement shall be interpreted or construed to amend or modify the Affiliated Leases. [Signature page to follow.] DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>.v<<VER>> PRESERVELOCATION \* MERGEFORMAT 2693753.v6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above. SELLER: BREIT SE INDUSTRIAL PROPCO NC LP , a Delaware limited partnership By: BREIT SE Industrial Propco NC GP LLC, a Delaware limited liability company, its General Partner By: /s/ Jonathan Duber Name: Jonathan Duber Title: Vice President BUYER: PROKIDNEY ACQUISITION COMPANY, LLC , a Delaware limited liability company By: /s/ Bruce Culleton Name: Bruce Culleton Title: CEO DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>.v<<VER>> PRESERVELOCATION \* MERGEFORMAT 2693753.v6 JOINDER BY ESCROW AGENT Escrow Agent joins in the execution of this Agreement to evidence its agreement to receive, hold and disburse funds and documents in accordance with the terms and provisions of the Agreement. ESCROW AGENT : Stewart Title Guaranty Company By: /s/ Laura Schumacher Name: Laura Schumacher, Esq. Title: Underwriting Counsel DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>.v<<VER>> PRESERVELOCATION \* MERGEFORMAT 2693753.v6 EXHIBIT A LEGAL DESCRIPTION OF REAL PROPERTY Legal Description of the Real Property commonly known as 3929 Westpoint Blvd., Winston Salem, North Carolina : DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>.v<<VER>> PRESERVELOCATION \* MERGEFORMAT 2693753.v6 Legal Description of the Real Property commonly known as: 2598 Empire Drive, Winston Salem, North Carolina: DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>.v<<VER>> PRESERVELOCATION \* MERGEFORMAT 2693753.v6 EXHIBIT B FORM OF DEED [EXHIBIT FOLLOWS ON NEXT PAGE] DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>.v<<VER>> PRESERVELOCATION \* MERGEFORMAT 2693753.v6 Excise Tax $______ Recording Time, Book and Page Tax Lot No. ___________________ […]

   PROKIDNEY CORP. (PROK) (CIK 0001850270) · filed 2025-03-17 · read the filing

10. 10

    Capital Leases

    Sellers will use reasonable best efforts to assign the Capital Leases to Buyer within sixty days of Closing. 17 5.11 Non-Transferable Assets. To the extent any Assigned Contracts, including, but not limited to, any Capital Leases, are not assignable or transferable without the consent of, or the provision of notice to, some other party or parties and such consent cannot be obtained or such notice is not provided prior to Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof, and Buyer shall not assume the obligations of Sellers with respect thereto. In such event, following the Closing Date, Sellers shall (a) use commercially reasonable efforts to obtain, as soon as possible after the Closing Date, any consents requested by Buyer that were not previously obtained and to send any required notices not previously provided, and (b) assign such Assigned Contracts to Buyer on the effective date for any such consent obtained or the date immediately following the date on which the required notice period has expired (and this Agreement shall be deemed to effectuate such assignment on such date without any further action by the parties hereto). Buyer shall assume all obligations of Sellers with respect to such Assigned Contracts on the effective date of such assignment. With respect to any such Assigned Contracts for which a necessary consent has not been obtained or notice provided as of the Closing Date, if requested by Buyer and permitted by the terms of such Assigned Contracts, Sellers shall subcontract to Buyer the rights and obligations of Sellers under such Assigned Contract (i) until the earlier of the date on which such consent is obtained and is effective (or the required notice period has expired) and the date on which the term of such Assigned Contract ends, (ii) at the price specified in such Assigned Contract without any additional mark-up, (iii) and otherwise on the same terms and conditions as are included in such Assigned Contract, and Buyer, under such subcontract, shall be responsible for the costs associated with the performance of services under such Assigned Contract to the extent arising after the Closing Date and will be entitled to and shall receive all of the benefits, including any revenues or payments and any Accounts Receivables billed thereunder, from such Assigned Cont […]

    RiceBran Technologies (RIBT) (CIK 0001063537) · filed 2024-01-31 · read the filing

11. 11

    Title to and Ownership of Assets

    (a) Seller is the record and beneficial owner of the Assets free and clear of all Liens, Encumbrances, purchase rights, claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever, other than the Permitted Encumbrances. Seller is not subject to, or a party to, any agreements, licenses, contracts, instruments or other restrictions of any kind or character which directly or indirectly restrict or otherwise limit in any manner the use, sale or other disposition of the Assets by Seller or by Buyer or Parent. Upon delivery to Buyer of the applicable Transaction Documents, Buyer will acquire lawful, valid and marketable title to the Assets free and clear of all Encumbrances or Liens or restrictions whatsoever, other than the Permitted Encumbrances. Other than pursuant to this Agreement, no Person has any rights to purchase or receive any of the Assets or any interests therein. Seller is not obligated to provide any consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by Seller or Buyer or Parent, as successor to Seller, in the Assets. Page 17 of 42 Trio x Capital Asset Purchase Agreement (b) There is no Action that is pending or, to the Knowledge of Seller, threatened, that challenges the rights of Seller in respect of any Assets. Seller has not received any written communication alleging that Seller has infringed the rights of any third party and there are no Actions that are pending or, to the Knowledge of Seller, threatened against Seller with respect to the Assets. To the Knowledge of Seller, there is no unauthorized use, infringement or misappropriation of the Assets by any third party and there is no Action that is pending or threatened by Seller with respect thereto. Notwithstanding anything to the contrary, this representation shall not limit or restrict the transfer to Buyer pursuant to this Agreement of all right, title and interest in and to the Assets owned by Seller. (c) Seller has complied with all the requirements of all Canadian and United States and foreign Governmental Authorities to maintain the Assets in full force and effect in all material respects, including payment of all required fees when due to such offices or entities, and timely filing of all declarations, certifications and other pape […]

    Trio Petroleum Corp (TPET) (CIK 0001898766) · filed 2025-10-27 · read the filing

12. 12

    Title Company

    The Title Company hereby agrees to accept and hold the Deposit in escrow and dispose of the Deposit in accordance with the following provisions: 2.4.1 The Title Company shall place the Deposit in a bank account in the continental United States. Except as otherwise provided in this Agreement, the Deposit shall be applied to the Purchase Price at Closing. The Title Company is not required to place the Deposit into an interest-bearing account. 2.4.2 The Title Company shall deliver the Deposit to Seller or to Purchaser, as the case may be, under the following conditions: (a) To Seller on the date of and upon the consummation of the Closing. (b) To Seller upon receipt of written demand therefor (“ Seller’s Demand for Deposit ”) stating that Purchaser has defaulted in the performance of Purchaser’s obligation to close under this Agreement and the facts and circumstances underlying such default; provided, however, that the Title Company shall not honor such demand until more than five (5) business days after the Title Company shall have sent a copy of such demand to Purchaser in accordance with the provisions of Section 2.4.3 or thereafter if the Title Company shall have received a “ Notice of Objection ” (as defined in Section 2.4.3 ) from Purchaser within such five (5) business day period. (c) To Purchaser upon receipt of written demand therefor (“ Purchaser’s Demand for Deposit ”) stating that this Agreement has been terminated in accordance with the provisions hereof, or that Seller has defaulted in the performance of any of Seller’s obligations under this Agreement, and the facts and circumstances underlying the same; provided, however, that the Title 2 Company shall not honor such demand until more than five (5) business days after the Title Company shall have sent a copy of such demand to Seller in accordance with the provisions of Section 2.4.3 or thereafter if the Title Company shall have received a Notice of Objection from Seller within such five (5) business day period. (d) Notwithstanding anything in this Agreement to the contrary, the Title Company shall immediately return the Deposit to Purchaser, without further instruction from either party in the event that the Title Company receives written notice from Purchaser on or before 5:00 p.m. PT on the Inspection Expiration Date (as defined in Section 3.1.2 ) of Purchaser’s election to terminate this Agre […]

    MATRIX SERVICE CO (MTRX) (CIK 0000866273) · filed 2022-10-11 · read the filing