BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS Sample Clauses

BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS. (a) Paragren's sole business is the development, marketing, licensing, installation and maintenance of software-based marketing tools and databases and the provision of consulting and other services in connection therewith (the "Business"). Except as set forth on Schedule 3.15 hereto, Paragren owns or has the right to use, (pursuant to a Contract listed on Schedule 3.26), all of the assets used in the conduct of its business. Paragren has good and marketable title to all of the assets and properties owned by it free clear of any Liens. (b) The fixed assets currently in use or necessary for the business and operations of Paragren are in operating condition, normal wear and tear excepted, adequate for the operation of Paragren's business. For purposes of this Agreement, the term "fixed assets" means all vehicles, computers, machinery, equipment, tools, supplies, leasehold improvements, furniture and fixtures, owned, used by or located on the premises of Paragren or set forth on the Current Balance Sheet or acquired by Paragren since the date of the Current Balance Sheet.
Sample 1
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BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS. (a) To the knowledge of Metelics, none of the Shareholders are engaged in the Microwave Components Business (as defined in Section 9.1) and do not own an interest in any Person engaged in the Microwave Components Business, other than (i) the Microwave Components Business conducted by Metelics, or (ii) the Shareholders' ownership interests in Metelics. Upon the consummation of the transactions contemplated hereby, the MCE Companies will have acquired and own all of Metelics' assets and operations engaged in the Microwave Components Business and related rights and interests. Except as specifically disclosed in Schedule 3.15, Metelics has good and marketable title to all of its assets free and clear of any Liens. (b) The Tangible Assets currently in use or necessary for the business and operations of Metelics are, in the aggregate, in good operating condition, normal wear and tear excepted (provided that any material tangible assets which are not in good operating condition, normal wear and tear excepted, are described on Schedule 3.15), and have been maintained substantially in accordance with all applicable manufacturer's specifications and warranties. For purposes of this Agreement, the term "Tangible Assets" includes all machinery, equipment, vehicles, tools, supplies, leasehold improvements, furniture and fixtures, owned, used by or located on the Leased Premises or set forth on the Metelics Current Balance Sheet or acquired by Metelics since the date of the Metelics Current Balance Sheet. (c) Except as sold and replaced in the ordinary course of business and consistent with past practices and except as described on Schedule 3.15, all of Metelics' assets are now, and on the Closing Date will be, in Metelics' possession and located at the Leased Premises. (d) Except as described in Schedule 3.15 or in Schedule 3.25, Metelics is not subject to any Contract, decree or injunction, to which it is a party or to which its assets are subject, which restricts the continued operation of any business or the expansion thereof to other geographical areas, customers and suppliers or lines of business.
Sample 1
BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS. Inventory (a) Upon the consummation of the transactions contemplated hereby, Level 8 will have acquired and own all of the Company's assets and operations and related rights and interests. The Company has good and marketable title to all of its Assets free and clear of any Liens. For purposes of this Agreement, the term "Assets" means all of the properties and assets of any nature of the Company, as further set forth in Section 11.1 hereof. Upon the Closing, the Company will have validly conveyed to Level 8, good and marketable xxxxx xo the Company Assets free and clear of all Liens, and encumbrances.
Sample 1
BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS. INVENTORY (a) No Principal is engaged in the Auto Business or the Parts Business (as defined in Section 5.11) or owns an interest in any Person engaged in the Auto Business or the Parts Business, other than (A) the Auto Business and Parts Business conducted by the Acquired Entities or (B) the Principals' ownership interests in the Acquired Entities. Alkit Enterprises, Inc. has no assets used in the Auto Business or Parts Business other than real property. The Acquired Entities own and operate the motor vehicle dealerships (the "Dealerships") listed on Schedule 3.15 at the locations set forth thereon, and each Dealership is owned and operated by the Acquired Entity indicated in Schedule 3.
Sample 1
BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS. (a) Schedule 3.17(a)(i) sets forth all of Each Entity’s owned Assets and Fixed Assets. Each Entity has good and marketable title to, or a valid right to use, all of its Assets free and clear of any Liens, other than such Liens as are described on Schedule 3.17(a)(ii). For purposes of this Agreement, the term “Assets” means all of the personal properties and assets of any nature owned or used by the Company.
Sample 1
BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS. (a) Upon the consummation of the transactions contemplated hereby, Schwarzkopf will have acquired and own all of the Acquired Entity's Assets and operations of its Business, and any related rights and interests thereto. Except as set forth in Schedule 3.16 and except for the Lien of PNC Bank which will be released at closing with funds from the Consideration described in Section 1.2, the Acquired Entity has good and marketable title to all of its Assets free and clear of any Liens. (b) The Fixed Assets currently in use or necessary for the business and operations of the Acquired Entity are in operating condition, normal wear and tear excepted, and have been maintained in all material respects in accordance with all applicable manufacturer's specifications and warranties. For purposes of this Agreement, the term "Fixed Assets" means all vehicles, machinery, equipment, tools, supplies, leasehold improvements, furniture and fixtures, owned, used by or located on the premises of the Acquired Entity.
Sample 1

Related to BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS

  • Title to and Condition of Assets The Company or one of its Subsidiaries has good and valid title to or a valid leasehold interest in all of its material tangible assets, including all of the material tangible assets reflected on the Balance Sheet or acquired in the ordinary course of business consistent with past practice since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”).

  • Title to and Condition of Properties Except as would not have a Material Adverse Effect, the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

  • Good title to assets It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

  • Good Title to Property The Company and each of the Subsidiaries has good and valid title to all property (whether real or personal) described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by each of them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, the Disclosure Package and the Prospectus and those that would not, individually or in the aggregate materially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. All of the property described in the Registration Statement, the Disclosure Package and the Prospectus as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting and enforceable leases, without any liens, restrictions, encumbrances or claims, except those that, individually or in the aggregate, are not material and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.

  • Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . .

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Title to and Sufficiency of Assets Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified on the balance sheet as of the Interim Balance Sheet Date included in the Company Financials and (d) Liens set forth on Schedule 4.17. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the material assets, rights and properties that are currently used in the operation of the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted.

  • Title to the Assets (a) Corporation and its Subsidiaries have good title to all personal and movable properties owned by them, in each case, free and clear of any Lien other than (i) those described in Section 27(a) of the Corporation Disclosure Letter, (ii) those described in the Corporation Financial Statements, or (iii) Permitted Liens. (b) Except as disclosed in Section 27(b) of the Corporation Disclosure Letter, to the knowledge of Corporation, there are not any material defects, failures or impairments in the title of Corporation’s or its Subsidiaries’ respective material assets other than any Permitted Liens. Neither Corporation, nor any of its Subsidiaries is a party to any Contract to sell, transfer or otherwise dispose of any material interest in Corporation’s or its Subsidiaries’ assets. (c) Except as disclosed in Section 27(c) of the Corporation Disclosure Letter, to the knowledge of Corporation, none of Corporation or its Subsidiaries has, since its initial public offering, received any written notice that any of Corporation’s assets or the buildings and/or fixtures thereon, nor their use, operation or maintenance for the purpose of carrying on the business of Corporation and its Subsidiaries in the Ordinary Course violates any restrictive covenant binding upon Corporation or its Subsidiaries or any provision of any Law. (d) Corporation and its Subsidiaries do not own any real property. (e) Any real property and buildings held under lease by Corporation and its Subsidiaries (the “Leased Properties”) are held by them under valid, subsisting and enforceable and provide Corporation and its Subsidiaries the right to use all real property, including all fixtures and improvements situated thereon, and the right to use all equipment and personal property, tangible and intangible, in each case which is used in the operations of the business of such entity and which is necessary to conduct the business of such entity in the manner in which it is presently conducted. (f) There is not, with respect to the Leased Properties, (i) any material default by Corporation or any of its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by Corporation or any of its Subsidiaries or (ii) to the knowledge of Corporation, any existing material default by any other party to any lease in respect of the Leased Properties, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by any other party to any lease in respect of the Leased Properties. (g) To the knowledge of Corporation, there is no expropriation or similar proceedings, actual or threatened in respect of the Leased Properties or any part thereof.

  • Title to Properties and Assets Each Group Company has good and marketable title to all respective properties and assets, in each case such property and assets are subject to no Liens. With respect to the property and assets it leases, each Group Company is in compliance with such leases and holds valid leasehold interests in such assets free of any Liens.

  • Conduct of Business of Parent Except as set forth in Section 6.2 of the Parent Disclosure Schedule, during the period from the date of this Agreement to the Effective Time (unless the Company shall otherwise agree in writing and except as otherwise contemplated by this Agreement), Parent will conduct its operations according to its ordinary and usual course of business consistent with past practice and shall use all reasonable efforts to preserve intact its current business organizations, keep available the service of its current officers and employees, maintain its material Permits and Contracts and preserve its relationships with customers, suppliers and others having business dealings with it. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or as set forth in Section 6.2 of the Parent Disclosure Schedule, Parent will not, without the prior written consent of the Company (which consent shall not be unreasonably withheld): (i) issue, sell, grant, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of (A) any additional shares of capital stock of any class (including the shares of Parent Common Stock), or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or (B) any other securities in respect of, in lieu of, or in substitution for, shares of Parent Common Stock outstanding on the date hereof; (ii) redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding shares of Parent Common Stock; (iii) split, combine, subdivide or reclassify any shares of Parent Common Stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any capital stock of Parent or otherwise make any payments to stockholders in their capacity as such, other than the declaration and payment of regular quarterly cash dividends on the Parent Common Stock in an amount no greater than $.72 per share per annum and in accordance with past dividend policy and other than the declaration and payment of dividends on Parent Preferred Stock pursuant to Parent's Certificate of Incorporation as in effect on the date hereof and except for dividends by a direct or indirect wholly owned subsidiary of Parent; (iv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Parent or any of the Parent Subsidiaries (other than the Merger), except for Parent Subsidiaries which are not material to the assets, liabilities, financial condition or results of operations of Parent and the Parent Subsidiaries taken as a whole; (v) adopt any amendments to its Certificate of Incorporation or By-Laws or alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any direct or indirect subsidiary of Parent, except for Parent Subsidiaries which are not material to the assets, liabilities, financial condition or results of operations of Parent and the Parent Subsidiaries taken as a whole; (vi) make, or permit any Parent Subsidiary to make, any material acquisition, by means of merger, consolidation or otherwise, or material disposition, of assets or securities; (vii) other than in the ordinary course of business consistent with past practice, incur, or permit any Parent Subsidiary to incur, any material indebtedness for borrowed money or guarantee any such indebtedness or make any material loans, advances or capital contributions to, or material investments in, any other person other than Parent or any Parent Subsidiary; (viii) change any method of accounting or accounting practice by Parent or any Parent Subsidiary, except for any such required change in GAAP or applicable statutory accounting principles; (ix) permit any Parent Insurance Subsidiary to materially change its investment guidelines or policies and approved programs or transactions or conduct transactions in investments except in material compliance with the investment guidelines and policies of such Parent Insurance Subsidiary and all applicable insurance Laws; (x) enter, or permit any Parent Insurance Subsidiary to enter, into any material reinsurance, coinsurance or similar Contract, whether as reinsurer or reinsured, except in the ordinary course of business consistent with past practice; (xi) (x) take, or agree or commit to take, or permit any Parent Subsidiary to take, or agree or commit to take, any action that would make any representation and warranty of Parent hereunder inaccurate in any material respect at the Effective Time (except for representations and warranties which speak as of a particular date, which need be accurate only as of such date), (y) omit, or agree or commit to omit, or permit any Parent Subsidiary to omit, or agree or commit to omit, to take any action necessary to prevent any such representation or warranty from being inaccurate in any material respect at the Effective Time (except for representations and warranties which speak as of a particular date, which need be accurate only as of such date), provided however that Parent shall be permitted to take or omit to take such action which can be cured, and in fact is cured, at or prior to the Effective Time or (z) take, or agree or commit to take, or permit any Parent Subsidiary to take, or agree or commit to take, any action that would result in, or is reasonably likely to result in, any of the conditions of the Merger set forth in Article VII not being satisfied; or (xii) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

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