Fixed Assets; Condition of Assets. The Real Property Leases and all other documents and agreements pursuant to which the Company has obtained the right to use or occupy any real property, personal property or assets, are valid and enforceable in all respects in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect, or by legal or equitable principles, relating to or limiting creditors' rights generally and except that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. To the best knowledge of the Company and the Stockholder, all rights-of-way, easements, licenses, permits and authorizations related to the location or operation of the business of the Company are in good standing and are valid and enforceable in all respects in accordance with their respective terms. To the best knowledge of the Company and the Stockholder, there is not, under any of the foregoing instruments, documents or agreements, any existing default, nor is there any event which, with notice or lapse of time or both, would constitute a default, which could have a Material Adverse Effect or materially adversely affect their use of the Leased Real Property or the title to its assets. The Company is not in violation of and has complied with all applicable zoning, building or other codes, statutes, regulations, ordinances, notices and orders of any governmental authority with respect to the occupancy, use, maintenance, condition, operation and improvement of the Leased Real Property or assets, except where the failure to comply would not have a Material Adverse Effect. The Company's use of any improvements for the purposes for which any of the Leased Real Property or assets are being used as of the date hereof does not violate any such code, statute, regulation, ordinance, notice or order. The Company possesses all licenses, certificates of occupancy, permits and authorizations required to be obtained by the Company with respect to the Company's operation and maintenance of the Leased Real Property or assets for all uses for which such property is or assets are operated or used by the Company as of the date hereof, except where the failure to do so would not have a Material Adverse Effect. All of the property or assets own...
Fixed Assets; Condition of Assets. All other documents and agreements pursuant to which the Company has obtained the right to use or occupy any real property, personal property or assets, are valid and enforceable in all respects in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect, or by legal or equitable principles, relating to or limiting creditors' rights generally and except that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. All rights-of-way, easements, licenses, permits and authorizations related to the location or operation of the business of the Company are in good standing and are valid and enforceable in all respects in accordance with their respective terms. There is not, under any of the foregoing instruments, documents or agreements, any existing default, nor is there any event which, with notice or lapse of time or both, would constitute a default, which could have a material adverse effect on the business, assets, operations, earnings, prospects or condition (financial or otherwise) of the Company or materially adversely affect the title to its assets. The Company is not in violation of and has complied with all applicable zoning, building or other codes, statutes, regulations, ordinances, notices and orders of any governmental authority with respect to the occupancy, use, maintenance, condition, operation and improvement of the assets, except where the failure to comply would not have a material adverse effect on the business, operations, earnings, prospects, assets or condition (financial or otherwise) of the Company. The Company possesses all licenses, certificates of occupancy, permits and authorizations required to be obtained by the Company with respect to the Company's operation and maintenance of the assets for all uses for which such property is or assets are operated or used by the Company as of the date hereof, except where the failure to do so would not have a material adverse effect on the business, operations, earnings, prospects, assets or condition (financial or otherwise) of the Company.
Fixed Assets; Condition of Assets. Subject to the qualification hereinafter set forth in this Section 3.1(h), the Real Property Leases and the equipment leases set forth on Schedule 3.1(h) to this Agreement are valid and enforceable in all material respects, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect, or by legal or equitable principles, relating to or limiting creditors' rights generally and except that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and except to the extent that the Company's financial condition and possible delinquencies in the payment of rent and other charges may give any such lessors a right of termination under the Real Property Leases or such equipment leases. There is not, under any of the foregoing agreements, any existing material default other than possible delinquencies in payment of rent and other charges due thereunder which are set forth on the Schedules hereto, nor is there any other event which, with notice or lapse of time or both, would constitute a default, which could have a material adverse effect on the business, assets, operations, earnings, or financial condition of the Company and the Subsidiary, taken as a whole, or materially adversely affect the Company's or the Subsidiary's use of the Leased Real Property or the title to its assets. All material equipment owned or leased by the Company is in reasonable operating condition and repair, subject to normal wear and use and each is usable in a manner consistent with the current use by the Company or the Subsidiary.
Fixed Assets; Condition of Assets. To the best knowledge of each of the Company and the Management Stockholders, the Real Property Leases and all other documents and agreements pursuant to which the Company has obtained the right to use or occupy any real property, personal property or assets, are valid and enforceable in all respects in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect, or by legal or equitable principles, relating to or limiting creditors' rights generally and except that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. To the best knowledge of the Company and the Management Stockholders, all permits and authorizations related to the location or operation of the business of the Company are in good standing and are valid and enforceable in all respects in accordance with their respective terms. To the best knowledge of the Company and the Management Stockholders, there is not, under any of the foregoing instruments, documents or agreements, any existing material default, nor is there any event which, with notice or lapse of time or both, would constitute a default, which could have a material adverse effect on the business, assets, operations, earnings, prospects or condition (financial or otherwise) of the Company or materially adversely affect its use of the Leased Real Property or the title to its assets. To the best knowledge of each of the Company and Management Stockholders, the Company is not in violation of and has complied with all applicable zoning, building or other codes, statutes, regulations, ordinances, notices and orders of any governmental authority with respect to the occupancy, use, maintenance, condition, operation and improvement of the Leased Real Property or assets, except where the failure to comply would not have a material adverse effect on the business, operations, earnings, prospects, assets or condition (financial or otherwise) of the Company. To the best knowledge of each of the Company and the Management Stockholders, the Company's use of any improvements for the purposes for which any of the Leased Real Property or assets are being used as of the date hereof does not violate any such code, statute, regulation, ordinance, notice or ord...
Fixed Assets; Condition of Assets. At or prior to the Closing, GFT shall make available to Boulevard true and correct information concerning its tangible assets having a fair market value in excess of $100,000 (a “Material Tangible Asset”). GFT has good and marketable title in and to all of the Material Tangible Assets owned by them, free and clear of any and all Liens (as hereinafter defined). All of such Material Tangible Assets are in good condition and repair, normal wear and tear excepted, and GFT has not received notice, nor is it aware, of any defect or other problem with any of such Material Tangible Assets. All Material Tangible Assets are owned, leased or otherwise used or useful in the conduct of their respective businesses are located at GFT corporate office at 100 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, or at its technical office, at 1000 Xxxxx Xxxx, Xxxxxxxxx, XX 00000.
