Material Assets Clause Samples

Material Assets. Except such as are disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, as of the applicable Settlement Date, the Company and the Subsidiaries will possess, or have the right to use, all of the material assets, tangible and intangible, that they require to conduct their respective businesses as presently conducted, and there are no material assets reasonably necessary for the conduct of their businesses as presently conducted that will not be transferred, licensed or leased to them as of the applicable Settlement Date;

Material Assets. There shall occur any material damage to, or loss, theft or destruction of, any material assets of any Loan Party or any Subsidiary of a Loan Party or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, or any order or injunction of any court or any administrative or regulatory agency which in any such case causes, for more than ten (10) consecutive days, the cessation or substantial curtailment of revenue producing activities of the Loan Parties, taken as a whole, if such event or circumstance is not covered by business interruption insurance and could reasonably be expected to have a Material Adverse Effect.

Material Assets. The Company Financial Statements reflect the properties and assets (real and personal) currently owned or leased by the Company and its Subsidiaries.

Material Assets. The Company and each of its subsidiaries is the absolute legal and beneficial owner of, and has good and marketable title to, all of its material assets free of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than as disclosed in the Offering Documents and no other assets or property rights are necessary for the conduct of the business of the Company or the subsidiaries, as the case may be, and there are no restrictions on the ability of the Company or its subsidiaries, as applicable, to use, transfer or otherwise exploit such assets or property rights, and the Company does not know of any claim or basis for a claim, except as disclosed to the Underwriters in writing, that might or could adversely affect its or the subsidiaries rights, as applicable, to use, transfer or otherwise exploit such assets or property rights and none of the Company or the subsidiaries has any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any Person with respect to the assets or property rights thereof, except as disclosed in the Offering Documents. Any and all agreements pursuant to which the Company or any subsidiary holds its material assets or is entitled to the use of or acquire ownership of material assets (whether directly or indirectly) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the Company, after making due enquiries, is not aware of any disputes with respect thereto and such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situate, and all leases, licences, concessions, and claims pursuant to which the Company or its subsidiaries derives its interests (whether legal or beneficial) in such material assets are in good standing and there has been no material default under any such leases, licences, concessions, and claims and all taxes required to be paid with respect to such assets to the date hereof have been paid.

Material Assets. The financial statements of the Subsidiaries set forth in the GCI Cayman Financial Statements reflect the material properties and assets (real and personal) owned or leased by each of the Subsidiaries.

Material Assets. The financial statements of the Acquiror Company set forth in the SEC Documents reflect the material properties and assets (real and personal) owned or leased by the Acquiror Company.

Material Assets. The financial statements of the Underlying Asset reflect the material properties and assets (real and personal) owned or leased by them.

Material Assets. All assets of the Company Group are listed in Schedule 5 and are: (a) fully paid for; (b) either the absolute property of a Company Group Member free and clear of all Encumbrances (other than a Permitted Encumbrance) or used by a Company Group Member under a contract under which it is entitled to use the assets on the terms and conditions of such a contract; (c) not the subject of any lease or hire purchase agreement or agreement for purchase on deferred terms, other than in the ordinary course of business; and (d) in the possession of a Company Group Member, its agent or nominee, except as identified in Schedule 5 or otherwise as provided for or taken into account in the preparation of the Accounts.

Material Assets. The Corporation is, directly or indirectly, the legal and beneficial owner of, and has good and marketable right, title and interest in and to the assets of the Corporation and the Corporation Subsidiaries. The interests of the Corporation in the assets are as reflected in the Corporation's Information Record and free and clear of all Liens (except as otherwise disclosed in the Corporation's Information Record or the Prospectus). The Corporation's direct or indirect ownership interests in the Mining Claims are as will be set forth in the Kitsault Valley Title Opinions, respectively. Any and all Contracts pursuant to which the Corporation or, to the knowledge of the Corporation, any Corporation Subsidiary, holds material assets or is entitled to the use of or acquire ownership of material assets (whether directly or indirectly) (including in respect of the Kitsault Valley Project, subject to the qualifications to be provided in the Kitsault Valley Title Opinions) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the Corporation, after making due enquiries, is not aware of any disputes with respect thereto and such assets are in good standing under the applicable Laws of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Corporation or a Corporation Subsidiary has an economic interest (whether legal or beneficial) in such material assets are in good standing (subject to the qualifications to be provided in the Kitsault Valley Title Opinions) and there has been no material default under any such leases, licences, concessions, and claims of the Corporation and all taxes required to be paid by the Corporation with respect to such assets to the date hereof have been paid.