Assets and Business. The Company, at the Closing will have no ------------------- assets or business.
Assets and Business. All assets owned by the Company are listed on Schedule 2.02(g) (the "Assets"). The Company has good and marketable title to the Assets, free and clear of all Encumbrances. The Company is not engaged in any business or activity other than owning the Assets.
Assets and Business. The business of Parent is substantially ------------ ------------------- as described in Parent's Financial Statements. To the knowledge and belief of Parent, Parent has good and marketable title to all properties, assets and leasehold estates, real, personal and mixed, tangible and intangible (including by way of example and not limitation all patents, copyrights and other intellectual property), owned by or used in its business, and which is material to the operation of that business including those reflected on Parent's Financial Statements (except as since sold or otherwise disposed of in the ordinary course of business), subject to no mortgage, pledge, lien, conditional sales agreement, encumbrance or charge, except for: (a) liens reflected on Parent's Financial Statements as securing specified liabilities (with respect to which no default exists); (b) liens for current taxes and assessments not in default; and (c) liens arising by operation of law of which, except to the extent disclosed on Parent's Financial Statements, Parent has no knowledge of any such liens existing.
Assets and Business. The Company owns the tangible and intangible assets listed in Schedule 2.02(g) (plus tangible assets acquired after the date hereof and minus tangible assets disposed of in the ordinary course of business after the date hereof) free and clear of all Encumbrances except as set forth in Schedule 2.02(g), as such Schedule may be amended to include Encumbrances attaching after the date hereof to tangible assets acquired after the date hereof;
Assets and Business. The business of Subsidiary is ------------ ------------------- substantially as described in Subsidiary's Financial Statements. To the knowledge and belief of Subsidiary and Subsidiary Shareholders, except as disclosed in writing to Parent prior to execution hereof, Subsidiary has good and marketable title to all properties, assets and leasehold estates, real, personal and mixed, tangible and intangible (including by way of example and not limitation all patents, copyrights and other intellectual property), owned by or used in its business, and which is material to the operation of that business including those reflected on Subsidiary's Financial Statements (except as since sold or otherwise disposed of in the ordinary course of business), subject to no mortgage, pledge, lien, conditional sales agreement, encumbrance or charge, except for: (1) liens reflected on Subsidiary's Financial Statements as securing specified liabilities (with respect to which no default exists); (2) liens for current taxes and assessments not in default; and (3) liens arising by operation of law of which, except to the extent disclosed on Subsidiary's Financial Statements, the Subsidiary and Subsidiary Shareholders have no knowledge of any such liens existing. By way of example and not limitation, except as disclosed in writing to Parent prior to execution hereof, Subsidiary is the exclusive owner of any and all copyrights, patents, trade secrets and know how and other proprietary rights relating to all software and computer products it produces and sells.
Assets and Business. (a) It is in possession of, and operating in compliance in all material respects with, all franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders required to own, lease or use its properties and to permit the conduct of the Business as now conducted, except for those franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders (collectively, "Permitted Exceptions") which, if not obtained or given, would not individually or in the aggregate, materially and adversely affect the Business or the operations of the Operating Partnership.
(b) The Operating Partnership has (i) sufficient title to the Pipeline Assets to enable it to use the Pipeline Assets as the same are being used in the Business and any lack of title to the Pipeline Assets has not had, and to the best knowledge of the Operating Partnership would not reasonably be expected to have, any material adverse effect on its ability to use the Pipeline Assets as the same are being used in the Business and will not materially increase the cost of such use, (it being understood that sufficient title as used in this Section 5.15(b) shall mean such title to real property as is customarily held by Persons in the pipeline business) and (ii) good and sufficient title to the portion of the Assets constituting personal property for the use and operation of such personal property as such property is being used in the Business and any lack of title to such personal property has not had and would not reasonably be expected to have, to the best knowledge of the Operating Partnership, any material adverse effect on the use of the personal property as it is being used in the Business and will not materially increase the cost of such use, in each case subject to no Liens except such as are of the character permitted by Section 8.02. The Pipeline Assets are located in the counties listed in Schedule 5.15(b)(ii). The Operating Partnership enjoys peaceful and undisturbed possession under all leases necessary in any material respect for the operation of its properties and assets, and all such leases are valid and subsisting and are in full force and effect. Except to perfect and to protect security interests of the character described in Section 8.02 and in respect of Liens created or arising in connection with the Existing Credit Agreement, (x) no presently effective financing statement und...
Assets and Business. (a) The Borrower is in possession of and operating in compliance in all respects with all franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders required to own, lease or use its properties and to permit the conduct of the Business as now conducted and proposed to be conducted, except for those franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders (collectively, "Permitted Exceptions") (i) which are not required at this time and are routine or administrative in nature and are expected in the reasonable judgment of the Borrower to be obtained or given in the ordinary course of business after the Closing Date, or (ii) which, if not obtained or given, would not, individually or in the aggregate, have a Material Adverse Effect.
(b) The Borrower has good and marketable title to all of its assets and properties, subject to no Liens except those permitted under Section 6.
Assets and Business. 4.6.1 The Financial Statements lists all of the relevant assets owned or possessed by the Company used for the conduct of Company’s Business.
4.6.2 The assets owned or possessed by the Company are all material assets used in the performance of the Company’s Business.
Assets and Business. All assets, properties, rights, and contracts, wherever located, whether tangible or intangible, which are owned by, licensed by, and/or leased by Company, whether or not reflected on the books and records of Company including without limitation the Contracts, Accounts Receivable, Working Capital, Inventory, Customer Lists, Equipment, and Intellectual Property (the “Assets”), and which are used in the business of providing lighting, retrofit, and energy services to energy service companies (“ESCOs”) as operated by Company (the “Business”).
Assets and Business. Carr'x xxxets consist, and at all times during the Term will consist, solely of its interests in the Facility and assets reasonably related thereto, and, during the Term, Carr xxxl engage only in activities and transactions contemplated by, or reasonably related to the performance of its obligations under, this Agreement. As of the Effective Date, Carr xxxll possess all rights and interests in the Facility and other assets necessary to perform its obligations under this Agreement.
