Condition and Compliance of Property Sample Clauses

Condition and Compliance of Property. (a) Schedule 3.12(a) contains a list of owned computers, information technology, hardware, software, facsimile machines and copier machines with a value of over $500. As of such date, the Company owned outright and had good and marketable title to all such personal property subject to no Lien except Permitted Liens and except as set forth on Schedule 3.12(a).
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Condition and Compliance of Property. (a) Schedule 3.12(a) contains a list of owned personal property of the Company as of the Interim Balance Sheet Date with an original cost of $2,000 or more. As of such date, the Company owned outright and had good and marketable title to all such personal property subject to no Lien except Permitted Liens and except as set forth on Schedule 3.12(a).
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Condition and Compliance of Property. The assets of the Company and its Subsidiaries: (i) in the aggregate are adequate to conduct the operations of the Company and its Subsidiaries in substantially the manner currently conducted and (ii) have been maintained in accordance with the Company’s and its Subsidiaries’ historical practices since December 31, 2002 in all material respects. Except as set forth on Section 3.10(d) of the Company Disclosure Letter, each building and other improvement on a Company Property is in good operating condition, ordinary wear and tear excepted, and is suitable and sufficient for the operation of the business currently conducted thereon.
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Condition and Compliance of Property. Seller has good and marketable title to all personal property constituting Purchased Assets subject to no Lien except as set forth on Schedule 0. The Purchased Assets and the Excluded Assets in the aggregate are adequate to conduct the Business in substantially the manner currently conducted.
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Condition and Compliance of Property. (i) Schedule 3.1(q)(i) contains a list of owned personal property of the Company and its Subsidiaries reflected on the Interim Balance Sheet or purported to be owned by the Company or any of its Subsidiaries with an original cost of $100,000 or more as of the Interim Balance Sheet Date. The Company or a Subsidiary of the Company has good title to all such personal property subject to no Lien except Permitted Liens and, with respect to the representation and warranty made as of the date hereof, except as set forth on Schedule 3.1(q)(i). Each item of tangible personal property set forth on Schedule 3.1(q)(i) is in good operating condition, normal wear and tear excepted.
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Condition and Compliance of Property. (a) Schedule 3.11(a) contains a list of owned computers, information technology, hardware, software, facsimile machines and copier machines with an individual current fair market value of over $500. As of such date, WHL owned outright and had good and marketable title to all such personal property subject to no Lien except Permitted Liens and except as set forth on Schedule 3.11(a).
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Condition and Compliance of Property. (a) Schedule 3.12 contains a list of owned personal property of the Company as of the date hereof, including without limitation computers, information technology, hardware, software, facsimile machines and copier machines (other than items with a net book value of less than $5,000; provided, however, that on or prior to the Closing Date, Sellers shall provide Purchaser with an updated list of owned personal property of the Company, including all items of owned personal property regardless of the net book value of such items). As of such date, the Company owned, and as of the Closing Date the Company will own, outright and had good and marketable title to all such personal property subject to no Liens except Permitted Liens and except as set forth on Schedule 3.12. Schedule 3.12 contains a complete and accurate list of the Transferred Assets, including, without limitation, the BTPX Images and any royalty rights of Sellers with respect to the Co-Owned Images. As of the Closing Date, the Company will own outright and have good and marketable title to the Transferred Assets, including, without limitation, the BTPX Images and any royalty rights of Sellers with respect to the Co-Owned Images, subject to no Liens except Permitted Liens.
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Condition and Compliance of Property. (a) Schedule 5.10 contains a list of owned personal property of the Company as of the date hereof, including without limitation, computers, information technology, hardware, software, facsimile machines and copier machines (other than items with a net book value of less than $5,000). The Company owns outright and has good and marketable title to all such personal property subject to no Liens except Permitted Liens and except as set forth on Schedule 5.10. Schedule 5.10 contains a complete and accurate list of the Transferred Assets. As of the Effective Date, the Company owns outright and has good and marketable title to the Transferred Assets subject to no Liens except Permitted Liens.
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Condition and Compliance of Property. (a) Schedule 4.12(a) contains a list of owned personal property of the Company as of the date hereof with a book value in excess of $100,000. The Company owns outright and has good and marketable title to all such personal property subject to no Lien except Permitted Liens and except as set forth on Schedule 4.12(a). All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its subsidiaries are in good operating condition and repair, are reasonably fit and usable for the purposes for which they are being used, and are adequate and sufficient for the Company's business.
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Related to Condition and Compliance of Property

  • Condition of Properties All facilities, machinery, equipment, fixtures and other properties owned, leased or used by the Company are in reasonably good operating condition and repair, subject to ordinary wear and tear, and are adequate and sufficient for the Company’s business.

  • Inspection of Property The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

  • Condition of Property Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date. An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

  • Litigation and Compliance with Law Except as set forth in Schedule 5.17, there are no claims, actions, suits or proceedings, pending or, to the knowledge of the Companies and the Stockholders, threatened against or affecting any Company, at law or in equity, or before or by any Governmental Authority having jurisdiction over such Company. No written notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by any Company and, to the Stockholders' and the Companies' knowledge, there is no basis therefor. Except to the extent set forth in Schedule 5.17, each Company has conducted and is conducting its business in compliance with all Laws applicable to such Company, its assets or the operation of its business.

  • Operation and Maintenance of Properties The Borrower, at its own expense, will, and will cause each Subsidiary to:

  • Litigation and Compliance There is no action, suit, investigation, litigation or proceeding against such Legal Entity pending or threatened before any court, governmental agency or arbitrator that challenges, or would reasonably be expected to have a material adverse effect on, the legality, validity or enforceability of this Agreement.

  • Maintenance of Properties (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

  • Litigation and Compliance with Laws (a) Except as disclosed in the Borrower’s Annual Report on Form 10-K for 2019 or any subsequent report filed by the Borrower on Form 10-Q or Form 8-K with the SEC since December 31, 2019, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower or the Guarantors, threatened against the Borrower or the Guarantors or any of their respective properties (including any properties or assets that constitute Collateral under the terms of the Loan Documents), before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that (i) are likely to have a Material Adverse Effect or (ii) would reasonably be expected to affect the legality, validity, binding effect or enforceability of the Loan Documents or, in any material respect, the rights and remedies of the Administrative Agent or the Lenders thereunder or in connection with the Transactions.

  • Maintenance of Existence; Compliance with Laws, etc The Borrower will, and will cause each of its Subsidiaries to,

  • Maintenance of Properties, Etc Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted.

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