Assets; Leaseholds Sample Clauses

Assets; Leaseholds. (a) LADCO or a LADCO Subsidiary owns the assets reflected on December 31, 1996 balance sheet (including any patents, copyrights, trade names, service marks and other names and marks used in connection with its business), with good and marketable title, free and clear of any and all claims, liens, mortgages, options, charges, conditional sale or title retention agreements, security interests, restrictions, easements, or encumbrances whatsoever and free and clear of any rights or privileges capable of becoming claims, liens, mortgages, options, charges, security interests, restrictions, easements or encumbrances, except (i) for certain of the assets which are encumbered by liens that LADCO has the means to remove prior to the Effective Time, (ii) as shown on the title insurance policies previously furnished to PMT, (iii) real property taxes not yet due and payable, (iv) utility easements for utilities serving the LADCO Property, (v) minor imperfections of title which do not materially affect the value and use of such assets, (vi) for inchoate materialmen's, mechanic's, workmen's, repairman's, employee's or other like liens arising in the ordinary course of business; (vii) claims or liens for taxes, assessments, or charges due and payable and subject to interest or penalty, materialmen's, mechanic's, workmen's, repairman's, employee's or other like liens that have arisen in the ordinary course of business if the validity or amount thereof is being contested in good faith by appropriate and lawful proceedings, so long as levy and execution thereon have been stayed and continue to be stayed and they will not, in the aggregate have a LADCO Material Adverse Effect, and (viii) assets financed pursuant to securitization transactions or credit agreements.
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Assets; Leaseholds. (a) Data Transfer owns the assets reflected on the June 30, 1996 Data Transfer balance sheet (including any patents, copyrights, trade names, service marks and other names and marks used in connection with its business), with good and marketable title, free and clear of any and all claims, liens, mortgages, options, charges, conditional sale or title retention agreements, security interests, restrictions, easements, or encumbrances whatsoever and free and clear of any rights or privileges capable of becoming claims, liens, mortgages, options, charges, security interests, restrictions, easements or encumbrances, except (i) for certain of the assets which are encumbered by liens that Data Transfer has the means to remove prior to the Effective Time, (ii) as shown on the title insurance policies previously furnished to PMT, (iii) real property taxes not yet due and payable, (iv) utility easements for utilities serving the Property, and (v) minor imperfections of title which do not materially affect the value and use of such assets.
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Assets; Leaseholds. Except for the mortgages and other claims listed on Schedule 4.24,
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Assets; Leaseholds. (a) The assets of Omni (as reflected in the Omni Financial Statements) include all properties, tangible assets and intangible assets used by Omni in the conduct of its business as presently conducted. Omni has good and marketable title to, or a valid leasehold interest, license or other right to use such properties and assets, free and clear of any Encumbrance or restriction on transfer, other than any Encumbrance as may be set forth in the respective Omni Contract relating thereto.
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Assets; Leaseholds. (a) The assets of Omni (as reflected in the Omni Financial Statements) include all properties, tangible assets and intangible assets used by Omni in the conduct of its business as presently conducted. Omni has good and marketable title to, or a valid leasehold interest, license or other right to use such properties and assets, free and clear of any Encumbrance or restriction on transfer, other than any Encumbrance as may be set forth in the respective Omni Contract relating thereto. (b) Omni does not own any real property and does not have any interests in real property. (c) Schedule 2.8(c) sets forth a true and complete list of all interests in real property leased by Omni (the “Omni Leased Real Property”). There are no written leases or agreements pertaining to Omni Leased Real Property. 2.9 Intellectual Property. (a) Omni owns no Registered IP. (b) Schedule 2.9(b) identifies in all material respects: (i) all Intellectual Property Rights or Intellectual Property licensed to Omni (other than any non-customized software that is so licensed solely in executable or object code form pursuant to a non-exclusive, internal-use software license or is generally publicly available on standard terms for less than $1,000); and (ii) the corresponding Omni Contract pursuant to which such Intellectual Property Rights or Intellectual Property are licensed (the “Omni IP”). Neither the Merger nor any of the other transactions contemplated by this Agreement will materially adversely alter or impair the Surviving Company’s Intellectual Property Rights or Intellectual Property licensed to Omni. (c) There are no Omni Contracts pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any of the Omni IP. (d) To Omni’s Knowledge, no Person has infringed, misappropriated or otherwise violated or is currently infringing, misappropriating or otherwise violating any Omni IP. (e) To Omni’s Knowledge, none of Omni IP licensed by Omni currently infringes, misappropriates or otherwise violates or has ever infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated any Intellectual Property Right of any other Person. Without limiting the generality of the foregoing, no infringement, misappropriation or similar claim or Legal Proceeding is pending against Omni or, to Omni’s Knowledge, has been threatened against Omni with respect to any ...
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Assets; Leaseholds 
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Related to Assets; Leaseholds

  • Leaseholds If the Mortgage Loan is secured by a long-term residential lease, (1) the lessor under the lease holds a fee simple interest in the land; (2) the terms of such lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the lessor's consent and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protections; (3) the terms of such lease do not (a) allow the termination thereof upon the lessee's default without the holder of the Mortgage being entitled to receive written notice of, and opportunity to cure, such default, (b) allow the termination of the lease in the event of damage or destruction as long as the Mortgage is in existence, (c) prohibit the holder of the Mortgage from being insured (or receiving proceeds of insurance) under the hazard insurance policy or policies relating to the Mortgaged Property or (d) permit any increase in rent other than pre-established increases set forth in the lease; (4) the original term of such lease is not less than 15 years; (5) the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage Note; and (6) the Mortgaged Property is located in a jurisdiction in which the use of leasehold estates in transferring ownership in residential properties is a widely accepted practice;

  • Real Property; Leasehold Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. The Company has made available to Parent (a) an accurate and complete list of all real properties with respect to which the Company directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by the Company or any of its Subsidiaries, and (b) copies of all leases under which any such real property is possessed (the “Company Real Estate Leases”), each of which is in full force and effect, with no existing material default thereunder. The Company’s use and operation of each such leased property conforms to all applicable Laws in all material respects, and the Company has exclusive possession of each such leased property and has not granted any occupancy rights to tenants or licensees with respect to such leased property. In addition, each such leased property is free and clear of all Encumbrances other than Permitted Encumbrances. The Company has not received written notice from its landlords or any Governmental Body that: (i) relates to violations of building, zoning, safety or fire ordinances or regulations; (ii) claims any defect or deficiency with respect to any of such properties; or (iii) requests the performance of any repairs, alterations or other work to such properties.

  • Leasehold Interests Each lease or agreement to which the Company is a party under which it is a lessee of any property, real or personal, is a valid and subsisting agreement without any default of the Company thereunder and, to the best of the Company's knowledge, without any default thereunder of any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best of the Company's knowledge, by any other party thereto. The Company's possession of such property has not been disturbed and, to the best of the Company's knowledge, no claim has been asserted against the Company adverse to its rights in such leasehold interests.

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it and a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Transaction Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that would have or could reasonably be expected to have a Material Adverse Effect.

  • Leasehold Properties In relation to those Properties which are leasehold:

  • Real Property and Leases (a) The Company and each of its subsidiaries has sufficient title to all of its real properties and assets to conduct its businesses as currently conducted or as contemplated to be conducted.

  • Title to Property and Assets; Leases Except (i) as reflected in the Lineo Financial Statements (defined in paragraph 2.15), (ii) for liens for current taxes not yet delinquent, (iii) for liens imposed by law and incurred in the ordinary course of business for obligations not past due to carriers, warehousemen, laborers, materialmen and the like, (iv) for liens in respect of pledges or deposits under workers' compensation laws or similar legislation or (v) for minor defects in title, none of which, individually or in the aggregate, materially interferes with the use of such property, Lineo has good and marketable title to its property and assets free and clear of all mortgages, liens, claims and encumbrances. With respect to the property and assets it leases, Lineo is in compliance with such leases and, to the best of its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances, subject to clauses (i)-(v) above.

  • Real Property Leases Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease:

  • Personal Property Leases Schedule 5.10 contains, as of the date of this Agreement, a list of each lease or other agreement or right under which the Company or any of the Subsidiaries is lessee of, or holds or operates, any machinery, equipment, vehicle or other tangible personal property owned by a third Person, except those which are terminable by the Company or such Subsidiary without penalty on 90 days’ or less notice or which provide for annual rental payments of less than $250,000.

  • Title to Properties; Leases Except as indicated on Schedule 7.3 hereto, the Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.

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