Equipment and Real Property Sample Clauses
Equipment and Real Property. Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (b) Borrowers and Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws in all material respects; (c) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; provided, that, certain motor vehicles used primarily by employees for business purposes may from time to time be incidentally used for personal, family or household use, as permitted by the internal policies of the applicable Borrower or Guarantor if any; (d) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired, replaced or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of such Borrower or Guarantor in the ordinary course of business; (e) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any of the Equipment to be or become a part of or affixed to real property, other than any Mortgaged Property (but not including for this purpose any plumbing and electrical fixtures, heating, ventilation and air conditioning, wall and floor coverings, walls or ceilings and other fixtures not constituting trade fixtures); and (f) as between Agent and Lenders, on the one hand, and Borrowers and Guarantors, on the other hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the use, sale or other disposition of the Equipment and Real Property (but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party).
Equipment and Real Property. The Borrower shall do nothing to impair the rights of the Secured Party in the Inventory and the Equipment and shall cause the Inventory and the Equipment to at all times be, constitute and remain personal property subject to the security interest granted to the Secured Party. Notwithstanding the preceding sentence, provided the Borrower is not in default under any of its Obligations (and no event which with the passage of time would be an Event of Default has occurred and is continuing), in the ordinary course of the Borrower's Business, (a) the Borrower may sell its Inventory, and (b) subject to sections 3.15 and 3.16 hereto, with the prior consent of the Secured Party, which will not be unreasonably withheld, the Borrower may, from time to time, refinance existing Permitted Liens in accordance with the terms thereof, replace its Equipment, acquire new Equipment and accessions to its Equipment, or acquire fee interest in (or ground lease of) any Property, subject to purchase money security interests; provided that, if the Secured Party has a leasehold mortgage or deed of trust on any lease of such Property such lease remains in full force and effect, subject to the Secured Party's security interest and any Person with a lien on the fee interest in (or ground lease of) such Property provides the Secured Party with a nondisturbance agreement and such other assurances as the Secured Party shall reasonably request.
Equipment and Real Property. (a) Schedule 3.9(a) sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $100,000 relating to personal property used in the business of the Company or its Subsidiaries or to which the Company or any Subsidiary is a party or by which the properties or assets of the Company or any Subsidiary are bound. The Company and its Subsidiaries have delivered or otherwise made available to Buyer true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. All of the Equipment has been maintained in accordance with normal industry practice and is in good operating condition and repair (reasonable wear and tear excepted). Except as set forth on Schedule 3.9(a), the Company or its Subsidiaries, as applicable, have good, valid, and marketable title to all of the Equipment, and all Equipment is owned free and clear of all Liens other than Permitted Liens, or such Liens that will be released or caused to be released on or before the Closing Date.
Equipment and Real Property. (a) Schedule 2.9(a) sets forth all leases and subleases of personal property (“Personal Property Leases”) involving annual payments in excess of $25,000 relating to personal property used in the business of the Company and the Subsidiary or to which the Company or the Subsidiary is a party or by which the properties or assets of the Company or the Subsidiary are bound. The Seller has delivered to Buyer true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. All of the equipment has been maintained in accordance with normal industry practice and is in good operating condition and repair (reasonable wear and tear excepted). Except as set forth on Schedule 2.9(a), the Company and the Subsidiary have good, valid, and marketable title to all of the equipment, and all equipment is owned free and clear of all Liens other than Permitted Liens, or such Liens that are being released on the Closing Date.
(b) Neither the Company nor the Subsidiary owns any real property. Schedule 2.9(b) sets forth a true and complete list of all leases (“Leases”) for any real property leased by the Company or the Subsidiary (“Leased Real Property”). The Seller has delivered to Buyer a true and complete copy of each such Lease. Except as set forth in Schedule 2.9(b), with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect subject only to bankruptcy, insolvency, reorganization, moratoriums or similar laws at the time in effect affecting the enforceability or right of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies; (ii) the Company and the Subsidiary and, to the Seller’s Knowledge, such other party to the Lease, are not in breach or default under such Lease; and (iii) the Company and the Subsidiary are exclusively entitled to all rights and benefits as lessee under the Leases and do not currently sublease, license or otherwise grant any Person the right to use or occupy such Leased Real Property or any portion thereof.
(c) There does not exist any actual or, to the Seller’s Knowledge, threatened expropriation, condemnation or eminent domain proceedings that affect the Leased Real Property or any part thereof, and the Company and the Subsidiary have not received any written notice of the intention of any Governmental Body or other Person to take or use all or any part thereof.
(d) None o...
Equipment and Real Property. The Real Property and all equipment and machinery included in the Assets are in good condition, ordinary wear and tear excepted, and are sufficient to allow the Business to be conducted by TAG after the Effective Date substantially as conducted by LMG prior to the Effective Date, without major additions or repairs. The Real Property is zoned for a classification that permits the continued and future use of the Real Property in the manner currently used by LMG. The existing use of the Real Property by LMG complies in all material respects with all applicable laws, ordinances and regulations related to zoning and land use. Improvements included in the Assets were constructed, and all operations thereon remain, in compliance in all material respects with all applicable laws, statutes, regulations, codes, covenants, conditions and restrictions affecting the Real Property or any part thereof. No Person has any right to acquire, use or occupy any part of the Real Property.
Equipment and Real Property. The Equipment is in good working condition, except where not Material. Notwithstanding the foregoing, the Equipment and Real Property is contributed by the Contributors and accepted by Newco on a "where is", "as is" basis. Newco has had the opportunity to inspect the Equipment and the Real Property and expressly agrees on the above. The Contributors disclaim any and all express or implied warranties, including without limitation the warranties of merchantability or fitness for any purpose, with respect to the Equipment and/or the Real Property. The Equipment is sufficient to manufacture the types of products of the Jif/Crisco Business as such products are currently being manufactured by the Contributors in such quantities and on such specifications as currently manufactured by the Contributors.
Equipment and Real Property. SCHEDULE 1.7 contains a list of all --------------------------- ------------ material Equipment currently used by Seller to conduct the business and operations of the System as now conducted. SCHEDULE 1.12 contains a list of all ------------- Real Property currently used in the operation of the System. Seller is not in material default under the leases described on SCHEDULE 1.12 and Seller has ------------- complied with all material obligations thereunder.
Equipment and Real Property