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). (b) Schedule 3.12(b) sets forth the name, parties and date of all personal property leases to which the Company is a party or in respect of the Business. Except as set forth in Schedule 3.12(b), the Company holds good leaseholds in all of the personal property shown or required to be shown on Schedule 3.12(b) as leased by the Company, in each case under valid and enforceable leases. The Company is not, and to Seller's Knowledge no other party to any such personal property lease is, in material breach of or default under any lease of any item of personal property listed on Schedule 3.12(b) (and no event has occurred which, with due notice or lapse of time or both, would constitute such a lapse or default). (c) The assets of the Company: (i) in the aggregate are adequate to conduct the operations of the Company in substantially the manner currently conducted, (ii) are suitable for the purposes for which they are currently used, (iii) have been maintained in accordance with the Company's historical practices since January 1, 2001, and (iv) are in good condition, ordinary wear and tear excepted. Each plant, building, office, shop and other structure and each item of personal property is in good operating condition and is suitable and sufficient for the operation of the business of the Company, as currently conducted and currently proposed to be conducted.
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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). (b) The assets owned or leased by the Company in the aggregate are adequate to conduct the operations of the Company (other than the operations listed on Schedule 3.12(b)) in substantially the manner currently conducted.
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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. 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). (b) Schedule 3.12(b) sets forth the name, parties and date of all personal property leases to which the Company is a party or in respect of the Business. Except as set forth in Schedule 3.12(b), the Company holds good leaseholds in all of the personal property shown or required to be shown on Schedule 3.12(b) as leased by the Company, in each case under valid and enforceable leases. The Company is not, and to Seller's Knowledge no other party to any such personal property lease is, in material breach of or default under any lease of any item of personal property listed on Schedule 3.12(b) (and no event has occurred which, with due notice or lapse of time or both, would constitute such a lapse or default). (c) The assets of the Company: (i) in the aggregate are adequate to conduct the operations of the Company in substantially the manner currently conducted, (ii) are suitable for the purposes for which they are currently used, (iii) have been maintained in accordance with the Company's historical practices since June 30, 1999, and (iv) are in good condition, ordinary wear and tear excepted. Each plant, building, office, shop and other structures and each item of personal property is in good operating condition and is suitable and sufficient for the operation of the business of the Company, as currently conducted and currently proposed to be conducted.
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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.
Sample 1
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.
Sample 1
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. (b) Schedule 4.12(b) sets forth the name, parties and date of all material personal property leases: (i) under which the Company is the lessee, (ii) under which the annual rent is $25,000 or more or which are material to the Company, and (z) which leases are not cancelable (without liability) within 90 days. Except as set forth in Schedule 4.12(b), the Company holds good and transferable leaseholds in all of the personal property shown on Schedule 4.12(b) as leased by the Company, in each case under valid and enforceable leases. The Company is not, and to Foamex's Knowledge no other party to any such personal property lease is, in material breach of or default under any lease of any item of personal property listed on Schedule 4.12(b) (and no event has occurred which, with due notice or lapse of time or both, would constitute such a lapse or default).
Sample 1
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. (b) Schedule 5.10 sets forth the name, parties and date of all personal property leases to which the Company is a party or in respect of the business of the Company requiring a payment of more than $5,000 in any 12 month period. Except as set forth in Schedule 5.10, the Company holds good leaseholds in all of the personal property shown or required to be shown on Schedule 5.10 as leased by the Company, in each case under valid and enforceable leases. The Company is not, and to the Knowledge of the Company, no other party to any such personal property lease is, in material breach of or default under any lease of any item of personal property listed on Schedule 5.10 (and no event has occurred which, with due notice or lapse of time or both, would constitute such a lapse or default).
Sample 1
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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. (ii) Schedule 3.1(q)(ii) sets forth each personal property lease: (i) under which the Company or a Subsidiary of the Company is the lessee and (ii) under which the annual rent is $100,000 or more. Except as noted on Schedule 3.1(q)(ii), the Company has delivered true, correct and complete copies of all such personal property leases to Parent. Except as set forth in Schedule 3.1(q)(ii), the Company or a Subsidiary of the Company holds good leaseholds in all of the personal property shown or required to be shown on Schedule 3.1(q)(ii) as leased by the Company, in each case under valid and enforceable leases. The Company and its Subsidiaries are not, and to the Company's Knowledge no other party to any such personal property lease is, in material breach of or default under any lease of any item of personal property listed on Schedule 3.1(q)(ii) (and, to the Company's Knowledge, no event has occurred which, with due notice or lapse of time or both, would constitute such a lapse or default).
Sample 1
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. (b) To Seller’s knowledge, Schedule 3.12 sets forth the name, parties and date of all personal property leases to which the Company is a party or in respect of the Business. Except as set forth in Schedule 3.12, the Company holds good leaseholds in all of the personal property shown or required to be shown on Schedule 3.12 as leased by the Company, in each case under valid and enforceable leases. The Company is not, and to the Knowledge of Sellers, no other party to any such personal property lease is, in material breach of or default under any lease of any item of personal property listed on Schedule 3.12 (and no event has occurred which, with due notice or lapse of time or both, would constitute such a lapse or default). (c) The assets of the Company: (i) in the aggregate are adequate to conduct the operations of the Company in substantially the manner currently conducted, (ii) are suitable for the purposes for which they are currently used, and (iii) have been maintained in accordance with the Company’s historical practices.
Sample 1

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 (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNB, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNB, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Merger. (b) Except for such licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNB, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB nor any of its subsidiaries is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB or its subsidiaries which in any manner limits, restricts, regulates, enjoins or prohibits any present or past business or practice of FNB or its subsidiaries; and neither FNB nor any of its subsidiaries has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any of its subsidiaries is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

  • Operation and Maintenance of Properties The Borrower will, and will cause each of its Subsidiaries to: (a) operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all Governmental Requirements, including, without limitation, applicable proration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect. (b) keep and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material Oil and Gas Properties and other material Properties, including, without limitation, all material equipment, machinery and facilities. (c) promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder. (d) promptly perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards and in all material respects, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties. (e) to the extent the Borrower or one of its Subsidiaries is not the operator of any Property, the Borrower shall use reasonable efforts to cause the operator to comply with this Section 8.06.

  • COMPLIANCE OF PROVIDER To ensure that HUB requirements of this contract are complied with, the Department will monitor the Provider’s efforts to involve HUBs during the performance of this contract. This will be accomplished by a review of the monthly State of Texas HUB Subcontracting Plan Prime Contractor Progress Assessment Report (Exhibit H-6) submitted to the Business Opportunity Programs Office by the Provider indicating his/her progress in achieving the HUB contract goal, and by compliance reviews conducted by the Department. The State of Texas HUB Subcontracting Plan Prime Contractor Progress Assessment Report (Exhibit H-6) must be submitted at a minimum monthly to the Business Opportunity Programs Office, in addition to with each invoice to the appropriate agency contact. The Provider shall receive credit toward the HUB goal based on actual payments to the HUB subproviders with the following exceptions and only if the arrangement is consistent with standard industry practice.

  • Litigation and Compliance ‌ (a) Except as disclosed in the Disclosure Letter, to the best of GLC’s knowledge, there are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or threatened: (i) against or affecting GLC or the GLC Subsidiaries or with respect to or affecting any asset or property owned, leased or used by GLC or the GLC Subsidiaries; or (ii) which question or challenge the validity of this Agreement, or the Amalgamation or any action taken or to be taken pursuant to this Agreement, or the Amalgamation; nor is GLC aware of any basis for any such action, suit, claim, proceeding or investigation. (b) There is not outstanding against GLC or the GLC Subsidiaries, any judgment, decree, injunction, rule, order or award of any court, Governmental entity, commission, board, bureau, agency, or arbitrator. (c) Each of GLC and the GLC Subsidiaries has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on GLC. (d) Neither GLC nor any of its assets, including the GLC Subsidiaries, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on GLC or which is reasonably likely to prevent GLC from performing its obligations under this Agreement. (e) To the best knowledge of GLC, each of GLC and the GLC Subsidiaries has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and will not have a Material Adverse Effect on GLC.

  • 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 Parent’s Annual Report on Form 10-K for 2020 or any report filed by Parent on Form 10-Q or Form 8-K with the SEC after December 31, 2020, 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) could 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, the Collateral Trustee or the Lenders thereunder or in connection with the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, the Borrower and each Guarantor to its knowledge is currently in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and ownership of its property.

  • 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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