OWNED U. S. REAL PROPERTIES
OWNED U. S Real Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
OWNED U Sample Clauses
Related to OWNED U
Owned Property We do not cover property damage to property owned by any insured or any other resident of any insured's household. This includes expenses and costs incurred by any insured or others to repair, replace, restore or maintain such property to prevent injury to a person or damage to property of others, whether on or away from an insured location.
Owned Real Property The Company does not own any real property.
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.
OWNERSHIP IN INTELLECTUAL PROPERTY The Department and Contractor agree that each has no right, title, interest, proprietary or otherwise in the intellectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing. All deliverables, documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Contractor prior to the execution of this Contract, but specifically created or manufactured under this Contract shall be considered work made for hire, and Contractor shall transfer any ownership claim to the Department.
Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.
Owned Intellectual Property Schedule 5.11 is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which the Borrower is the owner of record (the “Owned Intellectual Property”). Except as disclosed on Schedule 5.11, (i) the Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to xxx a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) the Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.
Good Title to Property The Company and each of the Subsidiaries has good and valid title to all property (whether real or personal) described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by each of them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, the Disclosure Package and the Prospectus and those that would not, individually or in the aggregate materially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. All of the property described in the Registration Statement, the Disclosure Package and the Prospectus as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting and enforceable leases, without any liens, restrictions, encumbrances or claims, except those that, individually or in the aggregate, are not material and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.
Real Property; Title to Assets (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or any of the Company Subsidiaries (collectively, the “Owned Real Property”). Except as would not have a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good and valid fee title to each Owned Real Property, in each case free and clear of all Liens and defects in title, except for Permitted Liens. Neither the Company nor its Subsidiaries has granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein. Neither the Company nor its Subsidiaries have leased or otherwise granted to any person the right to use or occupy any of the Owned Real Property or any portion thereof. (b) No member of the Company Group leases any real property, and no member of the Company Group is a party to any Contract to lease any real property or interest therein. (c) Except as would not have a Company Material Adverse Effect, (i) the Company Group has valid and subsisting ownership interests in all of the tangible personal property reflected in the Latest Balance Sheet as being owned by the Company Group or acquired after the date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, other than Permitted Liens, and (ii) such tangible personal property is in good operating condition and repair (normal wear and tear excepted) and is adequate and suitable for the operation of the business of the Company Group, as currently conducted.
Third Party Interests The other parties to this Agreement hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.
Existing Intellectual Property Other than as expressly provided in this AGREEMENT, neither PARTY grants nor shall be deemed to grant any right, title or interest to the other PARTY in any PATENT, PATENT APPLICATION, KNOW-HOW or other intellectual property right owned or CONTROLLED by such PARTY.
