Assets; Property Sample Clauses

Assets; Property. The Shareholders and Blueberries represent and warrant that as of the date hereof and on Closing Blueberries owns and controls the following assets or properties that will be included in the Project: (a) 100% of the shares of Blueberries, a company incorporated in the Republic of Colombia identified with NIT 900874446-6; (b) the NP Cultivation License issued by the Ministry of Justice of Colombia and the Manufacture License Issued by the Ministry of Health of Colombia; (c) the land known as “El Porvenir”: a three (3) hectare property in Guatavita, Cundinamarca, Colombia, having real estate registration No. 50N-365101;
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Assets; Property. (a) The Company and each of the Company Subsidiaries own, or otherwise have sufficient and legally enforceable rights to use, all of the properties and assets (real, personal or mixed, tangible or intangible) (other than the real property described in Section 3.18(b)), reasonably necessary for the conduct of, or otherwise material to, their business and operations (the “Material Assets”). The Company and each of the Company Subsidiaries have good, valid and marketable title to, or in the case of leased property have good and valid leasehold interests in, all Material Assets, including but not limited to all such Material Assets reflected in the balance sheet dated as of March 31, 2007, constituting a portion of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2007 or acquired since the date thereof (except as may have been disposed of in the ordinary course of business consistent with past practices prior to the date hereof or in accordance herewith), in each case free and clear of any Lien (as defined below), except Permitted Liens. The Material Assets are maintained in a state of repair and condition that is consistent with the normal conduct of its business. “Permitted Liens” means (a) Liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP or that are statutory Liens for Taxes not yet delinquent, (b) those Liens that are set forth in the Company Disclosure Letter and (c) those Liens that, in the aggregate with all other Permitted Liens, do not and will not materially detract from the value of the properties and assets of any of the Company and the Company Subsidiaries or materially interfere with the present use thereof.
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Assets; Property. The Company has the legal and valid title to or leasehold interest in, and right to use, all of the properties and assets, tangible or intangible, including, without limitation, Leaseholds, Equipment, Fixtures, Contract rights (excluding any rights of the Company under the Portfolio Credit Documents or Non-Recourse Asset Documents), Owned Intellectual Property and personal property, used in or necessary for the conduct of the Business, which assets and properties, for avoidance of doubt, do not include any Portfolio Loans, any Portfolio Credit Documents, any Non-Recourse Assets or Non-Recourse Asset Documents (such properties and assets other than the Portfolio Loans and the Non-Recourse Assets and the Portfolio Credit Documents and Non-Recourse Asset Documents, being the “Assets”) free and clear of all Liens, except for Permitted Liens. No assets, properties, rights or interests, other than the Assets, are required for the Company to conduct their business and operations as currently conducted or as proposed to be conducted. The Assets and the Portfolio Loans comprise all assets and properties reflected in the Financial Statements, except for Portfolio Loans and assets and properties sold or otherwise disposed of since the date of the most recent Financial Statements in the ordinary course of business consistent with past practice. The Company does not own any Real Property.
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Assets; Property. (a) Except for situations which, jointly, may not reasonably be considered to have a Relevant Adverse Effect, the Borrower and its Subsidiaries are the legitimate owners, holders or lessees, as the case may be, of all the real estate or personal property used in its transactions, and none of such assets are subject to any Lien, except for Permitted Liens and, (b) the Borrower maintains insurances over such assets according to the terms established in section (e) of Clause Eleventh herein.
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Assets; Property. The RMBI will wish to be satisfied that, as far as reasonably possible, funds are available to pay the fees and charges throughout the period that you are cared for at the Home. For this reason: a. you hereby warrant that the information about your assets and other finances that you provided in your application for admission to the Home was true, not misleading and, in all material respects, complete; and b. you hereby undertake to inform the RMBI promptly if any such information changes.
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Assets; Property. Caltron has good and marketable title to all of the properties and assets which the Financial Statements state that it owns, and they are not subject to any mortgages, pledges, hens, encumbrances or other charges of any kind or nature whatsoever. Other than the properties owned by Caltron on the date of this Agreement, there are no properties tangible or intangible owned by Caltron or other third parties which are used in the day-to-day operation of Caltron.
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Assets; Property. (a) Except as set forth on Schedule 3.13(a), Parent, solely with respect to the Transferred Parent Assets, and each member of the Company Group, owns good title to, or has a valid right to use, all of the material personal property used in the operation of the Business as currently conducted, free and clear of all Liens, except for Permitted Liens, and except for inventory and obsolete personal property disposed of by Parent or a member of the Company Group in the ordinary course of business consistent with past practices since the date of the Latest Balance Sheet (and with respect to which any necessary replacement personal property has been obtained). Such personal property constitutes all of the material properties, assets and rights necessary to permit the Company Group to conduct, as of the Closing, and giving effect to the Reorganization Transactions, their respective businesses as the same are being conducted at the date of this Agreement. (b) Schedule 3.13(b) sets forth the addresses of all real property owned by any member of the Company Group (the “Owned Real Property”). No member of the Company Group, during the period such member of the Company Group was owned by Parent, has owned any Real Property other than the Owned Real Property. With respect to each Owned Real Property, except as set forth on Schedule 3.13(b), (i) the applicable member of the Company Group has fee simple title (or the foreign equivalent thereof) to such Owned Real Property, free and clear of all Liens, except Permitted Liens; (ii) the applicable member of the Company Group has not leased, subleased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) other than the rights of Buyer pursuant to this Agreement, there are no outstanding reversion rights, options, rights of first offer or rights of first refusal to purchase, occupy, use, lease or sublease such Owned Real Property or any portion thereof. With respect to Owned Real Property, Parent has delivered or made available to Buyer true, complete and correct copies of the deeds (or the foreign equivalent thereof) and other instruments (as recorded) by which a member of the Company Group acquired such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Parent or a member of the Company Group and relating to the Owned Real Property. (c) For each parcel of Leased Real Property, Schedule 3.13(c)...
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Related to Assets; Property

  • WIFE’S PROPERTY It is declared by the Couple that, under this Agreement, the Wife shall be the owner of the following assets and property:

  • Assets and Properties (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto.

  • Assets The School shall maintain a complete and current inventory of all of its property and shall update the inventory annually. The School shall take all necessary precautions to safeguard assets acquired with public funds.

  • Title to Assets; Real Property (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Group. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

  • Real Property; Assets (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

  • Excluded Assets Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Business; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company seal; (f) all rights, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated hereby; (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assets; (i) all insurance policies of Seller, including claims thereunder and any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closing; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (k) all assets, properties, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

  • Leased Assets The term "Leased Assets" shall have the meaning ascribed thereto in Section 3.6.

  • B8 Property Where the Client issues Property free of charge to the Contractor such Property shall be and remain the property of the Client and the Contractor irrevocably licences the Client and its agents to enter upon any premises of the Contractor during normal business hours on reasonable notice to recover any such Property. The Contractor shall not in any circumstances have a lien or any other interest on the Property and the Contractor shall at all times possess the Property as fiduciary agent and bailee of the Client. The Contractor shall take all reasonable steps to ensure that the title of the Client to the Property and the exclusion of any such lien or other interest are brought to the notice of all sub-contractors and other appropriate persons and shall, at the Client’s request, store the Property separately and ensure that it is clearly identifiable as belonging to the Client.

  • Personal Property In addition to the real property described in Section II, the Seller shall include the following personal property:

  • Real Property; Personal Property (a) On the Disaffiliation Date, Local Church will have full title and ownership of the Real Property and Personal Property. The parties shall ensure all necessary transfers or other transactions relating to the above properties are completed on or prior to the Disaffiliation Date. Any costs resulting from such transfers or other transactions shall be borne by Local Church. Annual Conference shall fully cooperate with Local Church, as needed and applicable, to ensure that such transfers and other transactions convey all of Annual Conference’s interest – both for itself and on behalf of The United Methodist Church – in the Real Property and Personal Property, both tangible and intangible, of Local Church. (b) At Closing, the Annual Conference shall deliver to the Local Church: (i) the Deed(s) quitclaiming and releasing all interest of the Annual Conference in the Real Property to the Local Church; (ii) the Bill of Sale conveying all the interest of the Annual Conference in the Personal Property to the Local Church; and, (iii) a FIRPTA certificate.

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