Other Properties and Assets Sample Clauses

Other Properties and Assets. The Purchased Assets and the Leased Real Property constitute all of the material assets, rights and properties used or held for use by Seller in connection with the Business and necessary for the conduct of the Business as presently conducted and as presently proposed to be conducted. All items of Personal Property and any other tangible assets included in the Purchased Assets are free from defects (patent and latent), have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear), and are lawful and suitable for the purposes for which they presently are used and presently are proposed to be used.
Sample 1
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Other Properties and Assets. (a) All other properties and assets (in addition to Owned Real Property) owned by the Company or any U.S. Subsidiary are free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth on Schedule 2.9(a), none of the Company’s or a U.S. Subsidiary’s properties or assets is subject to any restrictions with respect to the transferability thereof, and the Company’s and each U.S. Subsidiary’s title thereto will not be affected in any way by the transactions contemplated by this Agreement. Schedule 2.9(a) lists each lease by the Company or a U.S. Subsidiary of property and assets (other than Real Property), including the commencement and termination dates of each such lease (collectively, “Personal Property Leases”). A copy of each Personal Property Lease has been provided to Buyer. All properties and assets owned or leased by the Company or a U.S. Subsidiary will be in the possession of the Company or a U.S. Subsidiary on the Closing Date. (b) The buildings, structures and equipment owned, leased or used by the Company or a U.S. Subsidiary: (i) are in good operating condition and repair, reasonable wear and tear excepted, (ii) are adequately serviced by all required utilities and are adequate for the uses to which they are being put; and (iii) to Sellers’ Knowledge are free of material defects; and (iv) are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted before the Closing. The Company and each U.S. Subsidiary has maintained their buildings, structures and equipment in accordance with their established maintenance schedules in all material respects. (c) Schedule 2.9(c) sets forth: (i) all Intellectual Property Assets owned by the Company or a U.S. Subsidiary (“Company Intellectual Property Assets”); (ii) all Intellectual Property Assets used but not owned by the Company or a U.S. Subsidiary (“Other Intellectual Property Assets”); and (iii) a list of all Contracts relating to Intellectual Property Assets to which the Company or a U.S. Subsidiary is a party or by which the Company or a U.S. Subsidiary is bound or affected (copies of which have been provided to Buyer), including: (1) all of the Company’s or any U.S. Subsidiaries’ Contracts for the license of Intellectual Property Assets; and (2) all royalty fee arrangements to which the Company or any U.S. Subsidiary is bound. Schedule 2.9(c) also lists (i) all disputes involving the Company or any U.S. Subsidiary relat...
Sample 1
Other Properties and Assets. Except as set forth on Schedule 4.8 hereto, the Seller or Acquired Companies have good, valid and marketable title to, or a valid leasehold interest in, all of the properties and assets used or held for use by the Acquired Companies, located on the Leased Real Property, or shown on the Most Recent Financial Statements or acquired after the date thereof, free and clear of all Liens other than Permitted Liens, except for properties and assets disposed of in the ordinary course of business since the Most Recent Fiscal Quarter End. The tangible and intangible assets (including contracts) and properties owned, leased or licensed by Seller or the Acquired Companies constitute all of the assets used, held for use or required in connection with the present conduct of the Business. Except as set forth on Schedule 4.8, any tangible personal property owned or leased by the Acquired Companies has been maintained in good operating condition and repair (normal wear and tear excepted) and are adequate to conduct the Business as presently conducted.
Sample 1
Other Properties and Assets. (a) Except as set forth on Schedule 4.8 hereto, the Company or one of its Subsidiaries has good, valid and marketable title to, or a valid leasehold interest in, all of the properties and assets used or held for use by the Company and its Subsidiaries, located on the Company’s or Subsidiaries’ premises, or shown on the Most Recent Financial Statements or acquired after the date thereof, free and clear of all Liens other than Permitted Liens, except for properties and assets (which are not material individually or in the aggregate) disposed of in the Ordinary Course of Business since the date of the Most Recent Financial Statements. (b) The Company and its Subsidiaries own or lease all buildings, equipment, and other tangible assets reasonably necessary for the conduct of their businesses as presently conducted and as presently proposed to be conducted. Such equipment and other tangible assets are in good operating condition, subject only to ordinary wear and tear, and have been operated, serviced and maintained in the Ordinary Course of Business.
Sample 1
Other Properties and Assets. The Purchased Assets constitute all of the assets, rights and properties used or held for use by Seller primarily in the conduct of the Business by Seller as it is conducted as of the Agreement Date, except for the Excluded Assets, and together, with such Excluded Assets and the services, occupancy and other rights to be provided to Buyer pursuant to the Transition Services Agreement, are adequate in all material respects for Buyer to conduct the Business as presently conducted by Seller. All items of Personal Property and any other tangible assets included in the Purchased Assets are free from defects (patent and latent), have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear), and are lawful and suitable for the purposes for which they presently are used and presently are proposed to be used. Schedule 3.9 is a true and correct detailed listing of all Personal Property (other than Personal Property with a book value less than $3,000) of the Business as of the Most Recent Fiscal Quarter End, which listing sets forth the book value of the Personal Property determined in accordance with GAAP, consistently applied.
Sample 1
Other Properties and Assets. (a) The tangible properties and assets owned by the Company and each Acquired Subsidiary are free and clear of all Encumbrances other than Permitted Encumbrances and, when taken together with any personal property leased by the Company or an Acquired Company and the personal property assets or services that are required to be made available and/or provided to the Company and the Acquired Subsidiaries pursuant to the TSA, comprise all the personal property necessary to conduct the Business in the manner heretofore conducted. The material personal property assets owned by the Company and each Acquired Subsidiary are in reasonable operating condition and repair, except for ordinary wear and tear. Schedule 2.9(a) lists, by storage capacity, each storage tank owned by the Company and each Acquired Subsidiary. (b) Schedule 2.9 (b) sets forth: (i) all material Intellectual Property Assets owned by the Company and each Acquired Subsidiary and subject to registration or a pending application to register (“Company Registered Intellectual Property Assets”); (ii) all material registered Intellectual Property Assets (other than software) used by the Company or a Acquired Subsidiary that are material to the Business and that are not owned by the Company or a Acquired Subsidiary (“Other Intellectual Property Assets”); and (iii) a list of all Contracts (other than “shrink wrap” or other widely available commercial end-user licenses) relating to material Intellectual Property Assets to which the Company or any Acquired Subsidiary is a party, copies of which have been made available to Buyer. The Company Registered Intellectual Property Assets, unregistered Intellectual Property Assets and the Other Intellectual Property Assets, collectively, comprise all the Intellectual Property Assets necessary to conduct the Business in the manner heretofore conducted. The Company or an Acquired Subsidiary owns the entire right, title and interest in and to the Company Registered Intellectual Property Assets free and clear of all Encumbrances other than Permitted Encumbrances and has the right to use the Other Intellectual Property Assets subject to existing Contracts. To Sellers’ Knowledge: (A) neither the Company nor any Acquired Subsidiary is infringing or unlawfully using any Intellectual Property Asset of any other Person and (B) there is no infringement of or unlawful use by any other Person of any Company Registered Intellectual Property Assets. No Company Registered Intellectual...
Sample 1

Related to Other Properties and Assets

  • Properties and Assets (a) Each Subject Company has a valid and enforceable leasehold interest in each of the leased premises in which it currently conducts its business, except as may be affected by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or general equitable principles. Section 2.12(a) of the Seller Disclosure Letter identifies, as of the date hereof, all of the leases for real property to which each Subject Company is a party (the “Leases”). Except as set forth in Section 2.12(a) of the Disclosure Letter, the Leases constitute all real property owned, leased, subleased, licensed or otherwise used in the operation of the Business. The Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of such Leases. As of the date hereof, except as would not reasonably be expected to have, individually or in the aggregate, be Material to a Reasonable Investor, there is no default by the lessee or, to the Sellers’ Knowledge, the lessor under any such lease and to the Sellers’ Knowledge the use and operation of the property subject to the Leases does not violate any Applicable Law. Except as may be affected by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or general equitable principles, (i) each Lease is the legal, valid and binding obligation of the Subject Company party thereto and, to the Knowledge of the Sellers, each other party to such Lease and (ii) each Lease is enforceable against such Subject Company and, to the Knowledge of the Sellers, each other party to such Lease. No Subject Company owns any real property. (b) Except as set forth in Section 2.12(a) of the Disclosure Letter, the Subject Companies own and have (and as of the Closing, shall own and have) good, valid and marketable title to or, in the case of leased property, good and valid leasehold interests in, or otherwise have (and as of the Closing, shall have) full or sufficient and legally enforceable rights to use, all of the properties, assets and rights (tangible or intangible, and real, personal or mixed) used or held for use in connection with, necessary for the conduct of, or otherwise material to the operations of, the Business as it is conducted as of the date hereof and as it will be conducted immediately prior to the Closing, in each case free and clear of any Lien other than Permitted Liens, except for any failure to have any such title, interest or right that would not, individually or in the aggregate, be Material to a Reasonable Investor. The Subject Companies have maintained in all material respects all tangible assets in good repair, working order and operating condition, subject only to ordinary wear and tear, except for any failure to be in good repair, working order or operating condition that would not, individually or in the aggregate, be Material to a Reasonable Investor.

  • Title to Properties and Assets Each Group Company has good and marketable title to all respective properties and assets, in each case such property and assets are subject to no Liens. With respect to the property and assets it leases, each Group Company is in compliance with such leases and holds valid leasehold interests in such assets free of any Liens.

  • Title to Properties and Assets; Liens The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than

  • Title to Properties and Assets; Liens, Etc The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Financial Statements, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (a) those resulting from taxes which have not yet become delinquent; (b) liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company; and (c) those that have otherwise arisen in the ordinary course of business. The Company is in compliance with all material terms of each lease to which it is a party or is otherwise bound.

  • Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.

  • Property and Assets The Company has good title to all of its material properties and assets, including all properties and assets reflected in the Balance Sheet, except those disposed of since the date thereof in the ordinary course of business, and none of such properties or assets is subject to any mortgage, pledge, lien, security interest, lease, charge or encumbrance other than those the material terms of which are described in Section 3.12 of the Disclosure Schedule.

  • Owned Properties (i) Seller has good, indefeasible and marketable title to the Owned Real Estate and all personal property and fixtures thereon, free and clear of all liens and Encumbrances except the Permitted Exceptions (as such term is defined on Exhibit I attached hereto and made a part hereof). --------- (ii) There are no pending or threatened condemnation proceedings, lawsuits, violations of applicable law or administrative actions relating to the Owned Real Estate or other matters affecting adversely the current use, access to, occupancy, or value of the Owned Real Estate. (iii) Seller has complied with and the Owned Real Estate complies with all Legal Requirements and Environmental and Safety Requirements. (iv) All buildings, Fee Improvements and other property on the Owned Real Estate, including all streets, curbs, curb cuts, sidewalks, sewers and utilities (including any necessary gas, electricity, water, sanitary and storm sewer service) have been supplied, completed and installed, and connected and (where appropriate) dedicated to and accepted by the local governing body. (v) No notice from any governmental authority, insurance company or from any board of fire underwriters or real estate association (or other body exercising similar functions) has been received requesting the performance of any repairs, alterations or other work or affecting the operation of the Owned Real Estate. (vi) The Owned Real Estate has been issued all permanent certificates of occupancy, all licenses, Permits, authorizations and approvals required by all governmental authorities having jurisdiction over the Owned Real Estate for the continued use of the Owned Real Estate as used at present, which are all in full force and effect. (vii) Any covenants or restrictions to which the Owned Real Estate is subject have not been violated and will not be violated by any pending or contemplated improvement to the Owned Real Estate or use of the Owned Real Estate. (viii) Seller will have paid, prior to the Closing Date, all taxes and assessments, including assessments payable in installments, which are to become due and payable and/or a lien on the Owned Real Estate, except for Taxes for the current year which shall be prorated at Closing, and no portion of the Owned Real Estate is affected by existing or impending special assessments, whether or not a lien thereon, and Seller has no knowledge of any impending increase in real estate or personal property Taxes affecting the Owned Real Estate. (ix) Seller is not a "foreign person" as such term is defined in Section 1445(f)(3) of the Code. (x) There are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of the Owned Real Estate and no Person other than Seller is in possession of the Owned Real Estate. (xi) There are no outstanding options or rights of first refusal to purchase or lease the Owned Real Estate or any portion thereof or interest therein. (xii) No air or development rights with respect to the Owned Real Estate have been transferred or sold, and no contract to sell such air or development rights is outstanding, other than pursuant to the terms and conditions of this Agreement. (xiii) No employees, agents or contractors have been hired by or otherwise employed by Seller for the maintenance or management of the Owned Real Estate. (xiv) No Contracts affect or impact the Owned Real Estate in any manner whatsoever including, without limitation, Contracts relating the operation, management, repair, operation or improvement of the Owned Real Estate. (xv) All appliances and the water, sewer, heating, electrical, plumbing, air conditioning and other mechanical and electrical systems are in good working order and are adequate in quantity and quality for normal operations and are free from leaks. The roofs are free from leaks and are in sound structural condition. All other structural and non-structural portions of the Fee Improvements on the Owned Real Estate, including walls and foundations, are in sound structural condition and do not materially vary from their intended grade. (xvi) The Owned Real Estate is free and clear of all visible evidence of termites, fungus, dry rot, beetles, other wood destroying insects, pests, faulty grade levels, shower leaks, cellulose debris or excessive moisture conditions, or other pest infestation or damage. (xvii) No part of the Owned Real Estate is located in a flood plain or flood hazard or flood prone area as delineated by the federal or state government. (xviii) All work performed on or materials furnished with respect to the Owned Real Estate prior to the Closing Date have been paid for by Seller prior to the Closing Date. (xix) No portion of the Owned Real Estate or the building or the Fee Improvements thereon is designated by or registered with any governmental authority as historic or landmark buildings or any other similar designation or registration and Seller shall not attempt to obtain or effect any such designation or registration. (xx) Seller represents and warrants that it did not deal with any broker or sales agent in connection with this Agreement or the sale of the Owned Real Estate.

  • Oil and Gas Properties The Borrower will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. The Borrower will and will cause each Subsidiary to promptly: (i) 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, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, 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, (iii) cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect to its Oil and Gas Properties and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Sections 9.16 and 9.

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

  • Properties and Insurance (a) HUBCO and its Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in HUBCO's consolidated balance sheet as of December 31, 1997, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since December 31, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of HUBCO and its subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by HUBCO or its Subsidiaries in all material respects as presently occupied, used, possessed and controlled by HUBCO and its Subsidiaries. (b) The business operations and all insurable properties and assets of HUBCO and its Subsidiaries are insured for their benefit against all risks which, in the reasonable judgment of the management of HUBCO, should be insured against, in each case under policies or bonds issued by insurers of recognized responsibility, in such amounts with such deductibles and against such risks and losses as are in the opinion of the management of HUBCO adequate for the business engaged in by HUBCO and its Subsidiaries. As of the date hereof, neither HUBCO nor any of its Subsidiaries has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

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