Owned Cars Sample Clauses

Owned Cars. Sellers have good and valid title to each Owned Car, free and clear of all Encumbrances other than Permitted Encumbrances. Each Owned Car complies in all material respects with all laws, statutes, ordinances, rules and regulations applicable to the Owned Car. Each Owned Car that is subject to an Owned Car Lease Contract is suitable for interchange on the lines of Class I railroads. To Sellers’ Knowledge, no Owned Car has suffered a Casualty Occurrence or a Partial Casualty Occurrence. Schedule 1.8 sets forth the location of each Owned Car, other than Owned Cars that are subject to an Owned Car Lease Contract as of the date hereof.
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Owned Cars. On the Closing Date, Seller and Buyer shall count all cars located at the Property or in any garages owned or operated by Seller (or Existing Manager) as part of the Business. The provisions of this Article IX shall survive the Closing and shall not merge with the documents of conveyance of the Property to be delivered herein.
Sample 1
Owned Cars. Sellers have good and valid title to each Owned Car, free and clear of all Encumbrances other than Permitted Encumbrances. Each Owned Car complies in all material respects with all laws, statutes, ordinances, rules and regulations applicable to the Owned Car. Each Owned Car that is subject to an Owned Car Lease Contract is suitable for interchange on the lines of Class I railroads. To Sellers’ Knowledge, no Owned Car has suffered a Casualty Occurrence or a Partial Casualty Occurrence. Schedule 1.8 sets forth the location of each Owned Car, other than Owned Cars that are subject to an Owned Car Lease Contract as of the date hereof. LILO Contracts; LILO Sublease Contracts. Each LILO Contract and LILO Sublease Contract (i) is in full force and effect, free and clear of Encumbrances other than Permitted Encumbrances and is not subject to any defense, offset, claim, right of rescission or counterclaim by any party thereto, and (ii) is valid, binding and enforceable in accordance with its terms, except as may be limited by the Bankruptcy Exception. No Seller is in material breach or material default under any LILO Contract or LILO Sublease Contract, no other party is in material breach or material default thereunder and no other event has occurred that, with written notice or lapse of time, would constitute a material breach or a material default by Sellers or, to Sellers’ Knowledge, any other party thereunder. Sellers have made available to Purchaser true, correct and complete copies of each LILO Contract and LILO Sublease Contract, and all amendments or modifications thereto. No LILO Contract or LILO Sublease Contract is subject to any debt subordination agreement, participation agreement, intercreditor agreement, owner trust agreement, purchase agreement, collateral sharing agreement, residual sharing agreement, remarketing agreement or vendor recourse agreement. Each LILO Contract and LILO Sublease Contract is a "true lease" or an "operating lease" and not a financing lease, conditional sale or security agreement. The Books and Records pertaining to each LILO Contract and LILO Sublease Contract are accurate and correct in all material respects. Except as set forth on Schedule 1.3 hereto, the periodic rents under each LILO Sublease Contract do not decrease during the current rental term thereof. To Sellers’ Knowledge, (A) no payments made on any of such LILO Sublease Contracts were made by any guarantor of a lessee’s obligations thereunder or made or financed...
Sample 1

Related to Owned Cars

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Company Software “Company Software” shall mean any software (including software development tools and software embedded in hardware devices, and all updates, upgrades, releases, enhancements and bug fixes) owned, developed (or currently being developed), used, marketed, distributed, licensed or sold by an Acquired Corporation at any time (other than non-customized third-party software that is not incorporated into any Company Product and is licensed to an Acquired Corporation solely in object code form and solely for internal use on a non-exclusive basis).

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • IT Systems Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company reasonably believes that (i) the Company and the Subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the business of the Company and the Subsidiaries (the “Company IT Systems”), (ii) the Company IT Systems are adequate for, and operate and perform as required in connection with, the operation of the business of the Company and the Subsidiaries as currently conducted and (iii) the Company and the Subsidiaries have implemented reasonable backup, security and disaster recovery technology consistent with applicable regulatory standards;

  • Computer Software The Grantee certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Grant Agreement for the acquisition, operation, or maintenance of computer software in violation of copyright laws.

  • Computer Records World Omni and the Depositor will cause their accounting and computer records to be marked to indicate the sale and assignment of the Receivables from World Omni to the Depositor and from the Depositor to the Trust.

  • Fixtures and Equipment Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

  • Company IP Each Group Company owns or otherwise has sufficient rights (including but not limited to the rights of development, maintenance, licensing and sale) to all Intellectual Property necessary and sufficient to conduct its business as currently conducted by such Group Company (“Company IP”) without any known conflict with or known infringement of the rights of any other Person. Section 12.1 of the Disclosure Schedule sets forth a complete and accurate list of all Company Registered IP for each Group Company, including for each the relevant name or description, registration/certification or application number, and filing, registration or issue date.

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