Certain Assets. Pension, profit sharing and savings plan and trusts and any assets thereof;
Certain Assets. (a) The Company or a Company Subsidiary has good and valid title to or the right to use all the assets reflected on the Financial Statements or thereafter acquired, other than those disposed of since the date of the Financial Statements in the ordinary course of business consistent with past practice, in each case free and clear of all Liens except (i) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business with respect to obligations that are not delinquent, (ii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, (iii) Liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with GAAP, have been established, (iv) Liens that are released in connection with the Closing by operation of, as the case may be, the Plan, the Confirmation Order, the Bankruptcy Code or otherwise, (v) rights reserved to the lessors or licensors of any of the assets of the Company or any Company Subsidiary, and the restrictions, conditions, restrictive covenants and limitations in respect thereof pursuant to the terms of any Contract, which, in each case, (X) do not constitute security interests or similar interests and, (Y) individually or in the aggregate, do not materially detract from the value of, or impair the use of, such property to or by the business; (vi) Liens that secure debt that is reflected as a liability on the Financial Statements or Liens the existence of which is referred to in the notes to the Financial Statements (which Liens in this clause (vi) will be fully discharged as of the repayment of the Company’s debtor-in-possession credit facility as in effect as of the date of this Agreement (the “Existing DIP Facility”) or as of the Closing) and (vii) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and could not reasonably be expected materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conducted and as currently proposed by the Company to be conducted (the Liens described in clauses (i) through (iii), (v) and (vii) above are referred to collectively as “Permitted Liens”).
(b) This Section 2.08 does n...
Certain Assets. (a) Except as set forth in the Company Disclosure Letter, none of the Company nor any Subsidiary of the Company is in default and no trigger event has occurred (other than those which have been cured) under any Securitization Document to which it is a party; and no event has occurred which with notice or lapse of time or both would constitute such a default or trigger event under any Securitization Document to which it is a party.
(b) Except as set forth in the Company Disclosure Letter, none of the Company nor any Subsidiary of the Company has received any notice from any Rating Agency or any other Person that (i) the Company or any Subsidiary of the Company is or, with the passage of time may be, no longer eligible to service mortgage loans or (ii) that the ratings assigned to any of the Securitization Securities may be subject to modification, qualification or downgrade by any Rating Agency.
(c) No breach of any representation or warranty made by the Company or any Subsidiary of the Company in any Securitization Document (other than those which have been cured) with respect to any mortgage loans has occurred and none of the Company nor any Subsidiary of the Company has received any notice of such a breach of a representation or warranty with respect to any mortgage loans such that the Company or any Subsidiary of the Company is obligated to substitute or repurchase any mortgage loans included in a Securitization Transaction.
(d) Other than servicing advances that are expressly permitted under any applicable Securitization Document, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any director or officer of the Company or any entity controlled by any of them, has made or advanced, directly or indirectly, payments of principal or interest on any mortgage loan that is included in any Securitization Transaction that was sponsored by the Company or a Subsidiary of the Company or that is serviced by the Company or a Subsidiary of the Company.
(e) None of the Company nor any Subsidiary of the Company has withdrawn any amounts on deposit in any collection account, servicing account, distribution account or other similar account created under any Securitization Documents to which it is a party, except as expressly provided in such Securitization Documents.
(f) None of the servicing fees payable to the Company or any Subsidiary of the Company under any Securitization Document is, or upon the occurrence of any event will be, su...
Certain Assets. The Company has Previously Disclosed a true and correct listing of the following assets of the Company and its Subsidiaries as of May 31, 1999: (i) all non-performing Loans, securities or other assets (i.e., all assets on which the Company has ceased recognizing interest under GAAP or as to which any payments of principal or interest are past due 90 or more days as of such date), (ii) all Loans, securities or other assets as to which any payments of principal or interest are past due 60 or more days, (iii) all Loans, securities or other assets not included in the foregoing which have been classified special mention, substandard, doubtful or loss, or otherwise classified adversely, by management of the Company or regulatory examiners, and (iv) each parcel of Real Estate Owned (excepting such parcels as may have been disposed of in the ordinary course of business subsequent to such date), including an identification of the amount of reserves which have been established with respect to each such parcel and its net carrying value.
Certain Assets. Each of the Corporation and New D&B shall be entitled to 50% of any amount payable to the Corporation on or after the date hereof under the Specified Prior Spin-off Agreements, other than payments primarily relating to the Moody's Business (which shall be Moody's Assets) and payments primarily relating to the New D&B Business (which shall be New D&B Assets) ("Specified Prior Spin-off Payments"). Subject to Section 2.1(r), the Corporation and New D&B agree, as between themselves, that any such Specified Prior Payments, when made, shall be allocated between the Corporation and New D&B pursuant to Section 2.1(r).
Certain Assets. To the extent that any Transferred Patent, Jointly Owned Patent or Specified UK Patent that is a Listed Patent, Listed Jointly Owned Patent or Specified Listed UK Patent, as applicable, any invention or improvement claimed or disclosed therein or any Patent Related Documentation relating to any of the foregoing is, notwithstanding the statement set forth at Annex I(n), owned by any Affiliate of the Sellers that is not, itself, a Seller, the Sellers shall cause (or, in the case of any other property that would be a Transferred Patent or Specified UK Patent if it were owned by a Seller, or any other Patent that would be a Jointly Owned Patent if any rights therein were owned by a Seller, and any invention or improvement claimed or disclosed therein or any Patent Related Documentation relating thereto, shall use their best efforts to cause) such Affiliate to transfer all of its right, title and interest in such asset to xx XX Seller as soon as reasonably practicable and in any event prior to the Closing, and (a) in the case of property that would be Transferred Patents or Specified UK Patents if they were instead owned by a Seller, such assets shall be “Transferred Patents” or “Specified UK Patents” for all purposes hereof and (b) in the case of property that would be Jointly Owned Patents if any rights therein were owned by a Seller, such assets shall be “Jointly Owned Patents” subject to the Closing Date License Agreement for all purposes hereof; it being understood that (x) in the case of a Specified UK Patent or Patent Related Documentation relating thereto, the foregoing obligation shall be solely to the extent permitted by applicable Law, and (y) in the case of a Jointly Owned Patent or Patent Related Documentation relating thereto, the foregoing obligation shall be deemed satisfied by obtaining for the Purchaser the license rights granted thereunder in the Closing Date License Agreement.
Certain Assets. (a) Schedule 3.06(a) sets forth the street address of each parcel of real property (the "Real Property") relating to the Businesses owned, leased, operated or subleased by each Seller, specifying whether such Real Property is owned or leased and in the case of leases or subleases, the name of the lessor or sublessor.
(b) Except as set forth in Schedule 3.06(d), each Seller has a valid leasehold interest in the Real Property designated on Schedule 3.06
(a) as being leased or subleased by such Seller.
(c) Except as set forth in Schedule 3.06(c) or except (in the case of a Passed-Through Contract) due to a payment default, the Sellers have good and valid title to, or a valid leasehold interest in, all tangible personal property included in the Acquired Assets or Passed-Through Contracts. Except as set forth on Schedule 3.06(c), regardless of any such default, no tangible personal property which is an Acquired Asset or is subject to a Passed-Through Contract has been repossessed or otherwise removed from a Seller's use.
(d) Except as set forth in Schedule 3.06(d), there does not exist under any material lease of Real Property, any material default or any event which with notice or lapse of time or both would constitute a default, other than defaults caused solely by the consummation of the transactions contemplated hereby.
(e) The Acquired Assets and the Passed-Through Contracts include all of the assets necessary to operate the Businesses after the Closing in the hands of the Purchaser in the same manner and effect as the Businesses are being operated by the Sellers as of the date hereof.
(f) The Sellers own all rights, title, and interest in, to and under the Acquired Assets, free and clear of any mortgage, lien, pledge or security interest (other than Permitted Exceptions).
(g) The Sellers have provided to the Purchaser a true and complete list of the names, titles, and annual salaries of all employees of the Businesses whose annual base salary exceeds $100,000.
(h) All accounts receivable of the Sellers and their Affiliates are owned by one of the Sellers, free and clear of all liens, pledges and security interests of any nature or kind whatsoever (other than Permitted Exceptions).
Certain Assets. Other than with respect to real property or interests in real property, such matters being the subject of Section 5.09, and Intellectual Property, such matters being the subject of Section 5.10, each Brand Company has good and marketable title to, or in the case of leased assets, a valid and enforceable leasehold interests in all tangible and intangible personal property and assets reflected in the Financial Statements or thereafter acquired (except for properties and assets disposed of in the ordinary course of business, consistent with past practice). Except for Permitted Liens (including those set forth in Section 5.08 of the Disclosure Schedule), all of such owned assets are owned, and such leased assets are leased, free and clear of all Liens. Except as set forth in the Collateral Agreements, none of Seller or any of its Affiliates (other than the Brand Companies) possesses, or has a right to use, any tangible or intangible personal properties and assets owned or leased by the Brand Companies. All of the tangible personal property used in the Brand Business is in good operating condition (ordinary wear and tear excepted) and is adequate and suitable for the purpose for which it is presently being used.
Certain Assets. The Company has Previously Disclosed a true and correct listing of the following assets of the Company and its Subsidiaries as of August 31, 1995: (i) all non-performing loans, securities or other assets (i.e., all assets on which the Company or the Bank has ceased recognizing interest under generally accepted accounting principles or as to which any payments of principal or interest are past due 90 or more days as of such date), (ii) all loans, securities or other assets as to which any payments of principal or interest are past due 60 or more days, (iii) all loans, securities or other assets not included in the foregoing which have been classified special mention, substandard, doubtful or loss by management of the Company or the Bank or regulatory examiners, and (iv) each parcel of Real Estate Owned (excepting such parcels as may have been disposed of in the ordinary course of business subsequent to such date), including an identification of the amount of reserves which have been established with respect to each such parcel and its net carrying value.
Certain Assets. The Company owns, has a valid leasehold interest in or a valid license to use all assets and property used by the Company in the operation of the Business, located on its premises or shown on the Interim Balance Sheet or acquired since the date thereof, and, in each case, except for Permitted Liens (including those set forth in Section 4.08 of the Disclosure Schedule), all of such assets and properties are owned, and such leased assets are leased and licensed assets licensed, free and clear of all Liens other than Permitted Liens.
