Assets and Real Property. (a) Except as set forth on Schedule 2.9(a), the Company is the sole owner of all right, title, and interest in and to all assets reflected as being owned by it on the Balance Sheet and all other assets and property, real and personal, tangible and intangible owned, held or used by it, other than (i) any property or assets leased to the Company or (ii) Intellectual Property licensed to the Company (collectively, the “Assets,” and together with (i) all property or assets leased to the Company and (ii) Intellectual Property licensed to the Company the “Property”), and, except as set forth on Schedule 2.9(a), there exists no restriction on the use or transfer of the Property (other than with respect the restrictions set forth in the Real Property Leases). No Property is in the possession of others and the Company does not hold any property on consignment. The Company has (i) good title to all of the Assets, free and clear of all Liens, and (ii) a valid leasehold interest in all of the leased Property or a valid license right to use all of the licensed Property, free and clear of all Liens. Upon the Closing, the Company shall continue to be vested with good title to, or a valid leasehold interest or license right interest in, the Property.
(b) All of the tangible Property (excluding the Leased Real Property) has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it is presently used.
(c) The Company does not own and has never owned in fee any real property interests.
(d) Schedule 2.9(d)-1 contains a complete and accurate list of all real property interests leased by the Company as tenant (collectively, the “Leased Real Property”). Except as set forth in Schedule 2.9(d)-2, the Company holds a valid leasehold interest in the Leased Real Property, and each lease pursuant to which the Company leases such Leased Real Property as a tenant (the “Real Property Leases”) is enforceable against the Company and the applicable landlord(s), in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Schedule 2.9(d)-2 contains a complete and accurate list of all Real Prope...
Assets and Real Property. (a) The assets of Target and Target Sub collectively constitute all the assets necessary or desirable to conduct Target's and Target Sub's business as currently conducted or as presently proposed to be conducted. Either Target or Target Sub owns or leases all of the assets, including all tangible assets and properties, that are used in the conduct of the Business as currently conducted or that are reflected on the Balance Sheet or were acquired since the date of the Balance Sheet (the tangible assets included in such assets the "Material Tangible Assets"). The Material Tangible Assets are in good operating condition and repair, except for reasonable wear and tear that does not materially affect the use of such asset. Target or Target Sub has good and marketable title to all assets reflected on the Balance Sheet (except properties, interests in properties and assets sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the Target Financial Statements and except for liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases or licenses of assets to which Target or Target Sub are a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity. The Disclosure Schedule sets forth a true and correct list of all such leases and licenses, and true and correct copies of all such leases and licenses have been provided to Kintera. Included in Schedule 3.8 is a list of all computer equipment, including software, as well as office furniture, owned by Target or Target Sub.
(b) Neither Target nor Target Sub owns any real property. The Disclosure Schedule sets forth a true and complete list of all real property leased by Target or Target Sub. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to credito...
Assets and Real Property. (a) Except as set forth on Schedule 2.8(a) of the Disclosure Schedules or to the extent exclusively used in the Excluded Businesses, the Company has good and valid title to or, in the case of leased property, good and valid leasehold interests in, all of the assets and property owned, used regularly or held for regular use in connection with or necessary for the conduct of the business of the Company in the manner it is currently conducted, including those reflected on the on the unaudited balance sheet of the Company as of February 2, 2013, (but excluding the Excluded Businesses and any such assets and properties sold, consumed or otherwise disposed of in the Ordinary Course of Business since February 2, 2013), free and clear of all Liens, other than Permitted Liens.
(b) Except as set forth on Schedule 2.8(b) of the Disclosure Schedules or for the Excluded Assets, (i) all of the tangible property of the Company has been maintained in accordance with normal industry practice in all material respects, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it is presently used and (ii) none of the tangible property of the Company is in the possession of others (including bailees and warehousemen) and the Company holds no property on consignment.
(c) The Company does not own in fee any real property interests.
(d) Except to the extent exclusively related to the Excluded Businesses, Schedule 2.8(d) of the Disclosure Schedules sets forth (whether as lessee or lessor) a complete and accurate list of all leases of real property (such real property, the “Leased Real Property”) to which the Company is a party or by which it is bound (each a “Real Property Lease” and collectively the “Real Property Leases”). Except as set forth on Schedule 2.8(d) of the Disclosure Schedules, each Real Property Lease is valid and binding on the Company and, to the Seller’s Knowledge, on the other parties thereto, and is in full force and effect and, and subject to Seller’s Knowledge, enforceable against the parties thereto, subject further to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the rights and remedies of creditors generally and general equitable principles. Except as set forth on Schedule 2.8(d) of the Disclosure Schedules, the Company and, to the Seller’s Knowledge, each of the other parties thereto, is not in material default under each Real Property Lease. Other than t...
Assets and Real Property. (clauses 1.1.1
Assets and Real Property. 20 3.10 Necessary Property and Transfer of Assets.........................................................21 3.11
Assets and Real Property. (a) Except as set forth on Part 3.9(a) of the Disclosure Schedule,
(i) the Company and its Subsidiaries are the sole owners of all right, title, and interest in and to all assets reflected as being owned by the Company and its Subsidiaries on the Balance Sheet and all other assets and property, real and personal, tangible and intangible (it being understood that any representation with respect to the Company’s or any Subsidiary’s title to, or valid leasehold or license interest in, any Intellectual Property is being made only in Section 3.14), owned by the Company and its Subsidiaries (collectively, the “Assets”), and together with all real and tangible personal property leased by the Company or any of its Subsidiaries, “Property”);
(ii) there exists no Order (as hereinafter defined), or agreement or arrangement between the Company or any Subsidiary and any third party or any provision in the governing documents of the Company or any Subsidiary, that imposes any restriction on the use or transfer of the Property except for such restrictions set forth in the lease governing any leased property;
(iii) no Property is in the possession of others and neither the Company nor any of its Subsidiaries hold any Property on consignment;
(iv) the Company and its Subsidiaries have good and marketable title to, or a valid leasehold interest in, all of the Property, free and clear of all Liens, except for Permitted Liens. As used herein, “Permitted Liens” means (a) such easements, rights of way, encumbrances or restrictions on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations, do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary and which do not materially impair the current use of any such real property, (b) materialmen’s, mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s and other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or the validity or amount thereof are being contested in good faith by appropriate proceedings for which the Company or such Subsidiary has set aside on its books appropriate reserves with respect thereto in accordance with GAAP (which reserve is accrued as a current liability on the Closing Balance Sheet and is taken into account in determining the Purchase Price under Section 1.6(c)), and...
Assets and Real Property. As of the Effective Date, each of the Issuer Parties and their respective Subsidiaries has good and marketable title to all of their respective real and personal property (including, without limitation, mortgaged assets) referred to in the Commission Documents as being owned by them, free of any Liens, except for those (i) indicated in the Commission Documents, (ii) that secure liabilities that are part of the consolidated liabilities of the Company as reflected in the Company’s financial statements included in the Commission Documents or (iii) that would not have a Material Adverse Effect. Each of the Issuer Parties and their respective Subsidiaries has valid and enforceable leasehold interests in all of their respective real and personal property (including, without limitation, mortgaged assets) referred to in the Commission Documents as being leased by them, free of any Liens, except for those (i) indicated in the Commission Documents, (ii) that secure liabilities that are part of the consolidated liabilities of the Company as reflected in the Company’s financial statements included in the Commission Documents or (iii) that would not have a Material Adverse Effect. To the Issuer Parties’ Knowledge, all real property leases of the Issuer Parties are valid and subsisting and in full force and effect in all material respects. The Issuer Parties have such consents, easements, rights-of-way or licenses (collectively, “rights-of-way”) from any person as are necessary to conduct their business in the manner described in the Commission Documents, except for those which if not obtained would not, individually or in the aggregate, have a Material Adverse Effect, and none of such rights-of-way contains any restriction that is materially burdensome to any Issuer Party.
Assets and Real Property. Each of the Company, the Operating Partnership and their respective Subsidiaries has good and marketable title to all of their respective real and personal property (including, without limitation, mortgaged assets) referred to in the Commission Documents as being owned by them, free of mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or those that would not have a Material Adverse Effect. Each of the Company, the Operating Partnership and their respective Subsidiaries has valid and enforceable leasehold interests in all of their respective real and personal property (including, without limitation, mortgaged assets) referred to in the Commission Documents as being leased by them, free of mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or those that would not have a Material Adverse Effect. To the Company’s and the Operating Partnership’s knowledge, all real property leases of the Company and the Operating Partnership are valid and subsisting and in full force and effect in all material respects. The Company and the Operating Partnership has such consents, easements, rights-of-way or licenses (collectively, “rights-of-way”) from any person as are necessary to conduct its business in the manner described in the Commission Documents, except for those which if not obtained would not, individually or in the aggregate, have a Material Adverse Effect, and none of such rights-of-way contains any restriction that is materially burdensome to the Company or the Operating Partnership.
Assets and Real Property. AS IS"
6.1 NO SIDE AGREEMENTS OR REPRESENTATIONS. No person acting on behalf of Tarrant Mexico is authorized to make any representation, warranty, agreement, statement, guarantee or promise regarding the Assets or the Real Property or the transactions contemplated herein or the zoning, construction, physical condition or other status of the Assets or Real Property except as may be expressly set forth in this Agreement and, by executing this Agreement, the Purchasers acknowledge that no person has made any such statement, agreement warranty, guarantee or promise. No representation, warranty, agreement, statement, guarantee or promise, if any made by any person acting on behalf of Tarrant Mexico which is not specifically contained in this Agreement will be valid or binding on Tarrant Mexico.
Assets and Real Property. (a) (i) The Company and its Subsidiaries (i) own good, valid and marketable title, free and clear of all Liens (except for Permitted Liens) or (ii) have a valid leasehold interest in and the right under valid and subsisting leases to use, possess and control or (iii) have other contractual arrangements for all buildings, machinery, equipment, personal property, Company Leased Real Property, equipment, and other tangible assets that are currently used or held for use for, or material to, or necessary for, the operation of the business of the Company and its Subsidiaries as it is currently conducted or is proposed to be conducted (the “Company Assets”) free and clear of all Liens, except for Permitted Liens.
