Assets and Real Property. (a) Except as set forth on Schedule 2.9(a) or except for any tangible personal property disposed of by the Company in the Ordinary Course of Business since the date of the Balance Sheet, the Company is the only owner of all right, title, and interest in and to (i) all assets reflected as being owned by it on the Balance Sheet and (ii) all other assets and property, real and personal, tangible and intangible (including, without limitation, all Intellectual Property), owned by it (items (i) and (ii) collectively, the "Assets", and together with all property leased by or licensed to the any 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. Except as set forth on Schedule 2.9(a), no Property is in the possession of others and the Company does not hold any Property on consignment. Except as set forth on Schedule 2.9(a), the Company has good and indefeasible title to, or a valid leasehold interest in, all of its Property, free and clear of all Liens, other than (A) any Lien or encumbrance disclosed on the Balance Sheet, (B) liens for Taxes, assessments or charges which are not yet due and payable or which are being contested by the Company in good faith, (C) liens incurred in connection with workers' compensation, unemployment insurance and other types of social security benefits, (D) mechanics', carriers', workmens', repairmens' or other like liens arising or incurred in the Ordinary Course of Business which are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings, (E) any statutory or common law landlord's liens created pursuant to or arising with respect to a lease, sublease or license by the Company of leased Real Property (as hereinafter defined) arising or incurred in the Ordinary Course of Business which are not overdue, (F) mortgages or deeds of trust or other like security instruments granted by an owner of leased Real Property and encumbering the fee simple title to leased Real Property for which there exists an attornment agreement, (G) the terms, provisions, restrictions and limitations of any lease, sublease or license agreement for the lease, sublease or license by the Company of leased Real Property and set forth on Schedule 2.9(c)(i), (H) deposits to secure the performance of bids, contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds ...
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 2.9(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. (clauses 1.1.1
Assets and Real Property. (a) The Company has good title to all of its material real or material tangible personal properties (whether owned or leased), free and clear of all Liens other than Permitted Liens. The assets of the Company constitute all the assets necessary to conduct the Company’s business as currently conducted. The Company owns or leases all tangible assets and properties that are used in the conduct of the Company’s business as currently conducted (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. The Company has good and marketable title to all Material Tangible 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 for statutory liens and 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 the Company is 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 rules of law governing specific performance, injunctive relief and other equitable remedies. Schedule 3.13(a) of the Company 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 Parent.
(b) The Company does not own any real property or interest therein. Section 3.13(b) of the Company Disclosure Schedule contains a list of all leases of real property to which the Company is a party or by which any of them holds a leasehold interest (collectively, “Real Property”), and a true and correct copy of each such lease has been provided to Parent. Each Real Property lease to which the Company is a party is in full force and effect in accordance with its terms. All rents and additional rents due to date from the Company on each such leases have been paid. The Company has not received written notice that it is in material default thereunder. T...
Assets and Real Property. 19 2.10 Necessary Property and Transfer of Assets....................... 21 2.11
Assets and Real Property. (a) Except as set forth on Section 3.8 of the Companies Disclosure Schedule, neither any Company nor any Subsidiary of a Company owns any real property. Section 3.8 of the Companies Disclosure Schedule sets forth all the material real property leased by the Companies and their Subsidiaries (the "Leased Real Property"). Either one of the Companies or their Subsidiaries has a valid leasehold interest and is in possession of the Leased Real Property. All Contracts governing the Leased Real Property (the "Real Property Leases") are valid, binding and enforceable in accordance with their terms and are in full force and effect, except where the failure to be valid, binding and enforceable would not result in a Material Adverse Effect on the Companies. Seller has provided to Buyer a copy of each Real Property Lease that is complete and correct in all material respects. Except as set forth on Section 3.8 of the Companies Disclosure Schedule and except as would not have a Material Adverse Effect on the Companies, the Companies and their Subsidiaries have valid and legal title to, a valid leasehold interest in, or rights to the, assets and properties necessary to operate the business of the Companies and their Subsidiaries in the ordinary course of business and consistent with past practice. To Seller's Knowledge, except for Permitted Encumbrances of the Companies and their Subsidiaries, the Leased Real Property is not subject to any rights of way, building use restrictions, easements, reservations or limitations which would restrict the Companies or their Subsidiaries from conducting their business after the Closing consistent with past practice. To Seller's Knowledge, neither the whole nor any portion of the Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor has any such condemnation, expropriation or taken been proposed.
(b) Either one of the Companies or their Subsidiaries has good and valid title to all personal property assets (tangible and intangible) owned by one or more of the Companies or any of their Subsidiaries, free and clear of all Encumbrances, except for Permitted Encumbrances of the Companies and their Subsidiaries.
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. 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.
