Operating Assets. On the Closing Date, the Partnership shall own the Operating Assets, subject to the Permitted Encumbrances, as follows:
Operating Assets. Except for such exceptions as would not have a Company Material Adverse Effect, (i) Company has good and marketable title or leasehold title or a valid license to all of the personal property used, or held for use, in connection with the theaters operated on the Company Real Properties (other than gaming and vending machines used in the ordinary course of business), subject to no encumbrance other than the Company Permitted Encumbrances; (ii) no financing statement under the Uniform Commercial Code or under the personal property securities laws and regulations of any province or territory of Canada or any similar applicable statute has been filed in any jurisdiction, and neither Company nor any of its Subsidiaries has signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement, except in connection with the Company Permitted Encumbrances; (iii) each theater located on a Company Real Property and each of the items of personal property used or held for use in, or in connection with, each such theater, including without limitation, seating, projection equipment and screens, are in good operating condition, subject to normal wear and tear, and are fit for the use for which they are intended and to which they are presently devoted; (iv) each theater located on a Company Real Property, together with the related items of personal property located therein, constitutes a fully operable motion picture theater and is sufficient to permit Company to operate the business as currently being conducted therein; and (v) except as contemplated by this Agreement, since the Audit Date, neither the Company nor any of its Subsidiaries has sold, removed or transferred any equipment or property from any theater located on a Company Real Property, except in the ordinary course of business and so long as such equipment or property has been replaced prior to the date hereof.
Operating Assets. (i) Seller represents that as of Closing, each Seller's, Partnership's and Starr Partnership's interest in the Operating Assets shall be free and clear of any liens other than Permitted Encumbrances.
(ii) To Seller's Knowledge, the Operating Assets are being operated in compliance in all material respects with all applicable federal, state or local laws, and the rules and regulations of any agency or authority having jurisdiction.
(iii) Except as set forth in Schedule 4.1(m)(iii), each Subsidiary, Partnership and Starr Partnership possess all permits, licenses, orders, approvals and authorizations required by any applicable law, statute, regulation or Governmental Order, or by the property and contract rights of third Persons, reasonably necessary to permit the operation of the Business in the manner currently conducted by the Subsidiaries, the Partnership and the Starr Partnerships, except where the failure to possess such permit, license, order, approval, authorization or rights would not result in losses, costs or expenses to the Subsidiaries, the Partnership and the Starr Partnerships, in the aggregate, in excess of $100,000. No Subsidiary, Partnership or Starr Partnership has received written notice from any Governmental Authority that any such permit, license, order, approval or authorization has been, or will be, revoked or terminated.
(iv) Except as set forth in Schedule 4.1(m)(iv), immediately before the Closing Date, the Subsidiaries, the Partnership and the Starr Partnerships will hold or have the right to use in the Business all of the assets and properties (including all licenses and agreements) currently being used (except those disposed of or expiring in the ordinary course of business or otherwise as contemplated or permitted by this Agreement) or which are reasonably necessary to permit the operation of the Business in the manner currently conducted by the Subsidiaries, the Partnership and the Starr Partnerships. Since June 30, 1999, the Subsidiaries, the Partnership and the Starr Partnerships have conducted no business other than the Business.
Operating Assets. (i) Seller represents that as of Closing, Seller's and the Partnership's interests in the Operating Assets shall be free and clear of any liens other than Permitted Encumbrances.
(ii) To Seller's Knowledge, the Operating Assets are being operated in compliance in all material respects with all applicable federal, state or local laws, and the rules and regulations of any agency or authority having jurisdiction.
(iii) Except as set forth in Schedule 4.1(m)(iii), Southeast and the Partnership possess all permits, licenses, orders, approvals and authorizations required by any applicable law, statute, regulation or Governmental Order, or by the property and contract rights of third Persons, reasonably necessary to permit the operation of the Business in the manner currently conducted by Southeast and the Partnership. Neither Southeast nor the Partnership has received written notice from any Governmental Authority that any such permit, license, order, approval or authorization has been, or will be, revoked or terminated.
(iv) Except as set forth in Schedule 4.1(m)(iv), immediately before the Closing Date, Southeast and the Partnership will hold or have the right to use in the Business all of the assets and properties (including all licenses and agreements) currently being used (except those disposed of or expiring in the ordinary course of business or otherwise as contemplated or permitted by this Agreement) or which are reasonably necessary to permit the operation of the Business in the manner currently conducted by Southeast and the Partnership. Since June 30, 1999, Southeast have conducted no business other than the Business.
Operating Assets. All of Seller’s operating assets used in connection with the Business, including, but not limited to: (1) furniture, fixtures, and equipment (the “Equipment”); (2) leasehold improvements (the “Leasehold Improvements”); (3) food, paper, supplies, and other inventory (the “Inventory”); (4) signs and signage (the “Signs”); (5) computer hardware and software, and the data and information contained therein (the “Computers”); and (6) delivery and refrigeration vehicles (the “Vehicles” and together with the Equipment, Leasehold Improvements, Inventory, Signs, Computers, and Vehicles, the “Operating Assets”). The Operating Assets are set forth on Exhibit C attached hereto. Any additional Operating Assets which Buyer becomes acquainted with following the Closing Date and execution of this Agreement shall be presumed to be Operating Assets hereafter owned by Buyer.
Operating Assets. (a) Xxxxx or an Affiliate of Xxxxx has (i) in the case of personal property owned by it, valid title and (ii) in the case of personal property leased by it, valid and enforceable leasehold interest, to all of the Contributed Assets which constitute personal property used, or held for use in, or in connection with the Theatre Properties subject to no Encumbrance other than Permitted Encumbrances. No financing statement signed by Xxxxx or an Affiliate of Xxxxx under the Uniform Commercial Code has been filed in any jurisdiction except as set forth in Schedule 8.4. (a) hereto, and, except for unfiled copies of filed financing statements, Xxxxx or an Affiliate of Xxxxx, to Xxxxx’ knowledge, has not signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement. Xxxxx does not operate under any trade or business name other than Xxxxx Lincoln Park Theatres, Inc., Xxxxx Winchester Theatres, Inc., Lincoln Park 8 or Winchester Mall Cinemas. Each Theatre Property and each of the items of the Contributed Assets used or held for use in, or in connection with, each Theatre Property are, to the knowledge of Xxxxx, in good operating condition, subject to normal wear and tear, and are fit for the use for which they are intended and to which they are presently devoted. Each Theatre Property, together with the related Contributed Assets located therein, constitutes a fully operable motion picture theatre and is sufficient to permit the Partnership to operate the business as currently being conducted therein. Since January 1, 1988, neither Xxxxx nor any of its Affiliates have sold, removed or transferred any equipment, furnishings or fixtures from any Theatre Property which if not sold, removed or transferred would have constituted a Contributed Asset, except (i) in the ordinary course of business and all such sold or removed equipment, furnishings or fixtures have been replaced with equipment or property of a quality at least in all material respects equal to that which has been sold, removed or transferred and (ii) in the case of equipment, furnishings or fixtures which Xxxxx or an Affiliate has determined in its reasonable business judgment is obsolete, not necessary or inappropriate for the operation of the Theatre Properties consistent with past practice.
(b) The items of the spare parts inventory are, to the knowledge of Xxxxx, in good operating condition and are fit for the uses for which the...
Operating Assets. The equipment, assets, and all rights necessary and advisable to operate the Hospital (“Operating Assets”) are as follows:
Operating Assets. The real and personal properties, tangible and intangible, used in the regular ongoing operation of the Company and its subsidiaries, as the case may be which would be acquired by a purchaser of such entities (or the assets thereof) in order to continue the uninterrupted operation of the business thereof in substantially the manner as theretofore operated but excluding therefrom cash, investments, accounts and notes receivable, inventories, prepaid items and similar assets which would not normally be acquired by a purchaser in an asset acquisition (or for which special adjustment to the purchase price would be made).
Operating Assets. Assignment and Xxxx of Sale effective as of January 5, 2007, from TEC to VEO of TEC’s interest in any operating assets held by TEC in Kentucky.
Operating Assets. For six (6) years following the Closing Date, Seller shall execute and cause its Affiliates (other than the Company and the Other Seller Subsidiaries) to, at the written request of Purchaser, execute and deliver to the Purchaser such instruments of sale, transfer, conveyance, assignment, consent, assurance, power of attorney, and other such instruments as may be reasonably requested by the Purchaser in order to vest in Purchaser or any of its Subsidiaries (including any of the Company and the Other Seller Subsidiaries) all right, title, and interest in (i) any assets (together with any related liabilities, if any) used or held for use in the business or operations of the Company and the Other Seller Subsidiaries that is held by the Seller or any of its Affiliates (other than the Company and the Other Seller Subsidiaries) and (ii) any Contracts which the Seller or any of its Affiliates (other than the Company and the Other Seller Subsidiaries) are party to relating to the customers, suppliers, employees or service providers of the Company and the Other Seller Subsidiaries, in either case except for this Agreement, the Related Agreements and any other certificate, agreement or other document in respect of the transactions contemplated hereby and by the Related Agreements; provided that to the extent the transfer of any such asset requires the approval, consent or waiver of any Person, the assignment of any such asset shall not occur until such approval, consent or waiver shall have been obtained and the parties will cooperate in good faith to obtain, any such approvals, consents or waivers as may be requested by Purchaser.
