Ownership and adequacy of assets Sample Clauses

Ownership and adequacy of assets. 16.1 So far as the Seller is aware, each of the material assets (other than Property and assets which are subject to an indefeasible right of use) included in the Accounts or acquired by any member of the Target Group since the Accounts Date (other than current assets sold, realised or applied in the normal course of trading) is owned both legally and beneficially by the relevant member of the Target Group and each of those assets capable of possession is in the possession of the relevant member of the Target Group (save where in the possession of a third party in the normal course of business).
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Ownership and adequacy of assets. The Seller owns outright and has good title to all of the Assets being transferred to the Buyer hereunder (other than the Leased Real Property and leased equipment), in each case free and clear of any Liens (other than Liens securing indebtedness under the Bank Credit Agreements and equipment Liens as described in Schedule 4.19). The Assets, together with the Excluded Assets, include all rights, properties and other assets necessary to the conduct of the Business in the same manner as it has been conducted prior to the date hereof.
Sample 1
Ownership and adequacy of assets. Except for any defects in title that existed on or before March 24, 1998, the Seller owns outright and has good title to all of the Xxxxx City Assets being transferred to the Buyer hereunder (other than the Xxxxx City Leased Real Property and leased equipment), in each case free and clear of any Liens (other than Liens securing indebtedness under the Bank Credit Agreements) other than equipment Liens as described in Schedule 5.4). To the Seller's knowledge, the Xxxxx City Assets include all rights, properties and other assets necessary to the conduct of the Xxxxx City Business in the same manner as it has been conducted prior to the date hereof.
Sample 1
Ownership and adequacy of assets. The Seller owns outright and has good title to all of the Wilkesboro Assets being transferred to the Buyer hereunder (other than the Wilkesboro Leased Real Property and leased equipment), in each case free and clear of any Liens (other than Liens securing indebtedness under the Bank Credit Agreements and equipment Liens as described in Schedule 6.4. The Wilkesboro Assets include all rights, properties and other assets necessary to the conduct of the Wilkesboro Business in the same manner as it has been conducted prior to the date hereof.
Sample 1
Ownership and adequacy of assets. Except as set forth on Schedule 4.08, the Company and the Subsidiaries have good and marketable title to all of the assets that they purport to own, including all assets shown on or reflected in the Latest Financial Statements and all assets acquired since the dates thereof, free and clear of all liens, charges, encumbrances, equities and claims, other than inventory sold in the ordinary course of business. Such assets, together with the properties leased to the Company and the Subsidiaries and described in the Schedules to this Agreement, are all the assets necessary to conduct the business of the Company and the Subsidiaries as conducted prior to the date hereof. All facilities and equipment that are owned or leased by the Company or any Subsidiary are in good working condition (ordinary wear and tear excepted) and in a state of reasonable maintenance and repair and are available for the continued operation of the business of the Company and the Subsidiaries in the ordinary course consistent with past practice.
Sample 1
Ownership and adequacy of assets. The Acquired Companies have good and valid title to, or valid leasehold interests or other entitlements in, all of the personal property, and all other assets and rights, material to their businesses (other than real property, which is addressed in Section 4.17 hereof), free and clear of all Liens other than Permitted Liens. “Permitted Liens” means: (a) such imperfections of title, easements, encumbrances, restrictions and other Liens which do not materially interfere with the ability of the Acquired Companies to conduct their businesses as currently conducted or to utilize their properties, assets and rights as currently utilized, (b) materialmen’s, mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s and other like Liens arising in the ordinary course of business, or deposits to obtain the release of such Liens, to the extent relating to amounts not yet due and payable or being contested in good faith, (c) Liens for Taxes not yet due and payable or being contested in good faith and for which adequate reserves have been established, if and to the extent required by GAAP, on the financial statements of the Acquired Companies, (d) Liens that secure the Bond Indebtedness and the Debt Service Reserve Term Loan, (e) Liens arising under conditional sales contracts and equipment leases with third parties in the ordinary course of business, (f) zoning, entitlement and other land use and environmental regulations promulgated by any Governmental Entity and (g) Liens set forth in Section 4.17(a)(ii) of the Seller Disclosure Schedule. None of the Permitted Liens materially interferes with, or would reasonably be expected to materially interfere with, the ability of the Acquired Companies to conduct their businesses as currently conducted or to utilize their properties, assets and rights as currently utilized. The Permits, certificates, licenses and other authorizations of all Governmental Entities and, to the Knowledge of Parent or Seller, all equipment, inventory and intellectual property, the Owned Real Property, the Leased Real Property, the Easements and other assets and rights owned or otherwise held by the Acquired Companies are, and immediately following the Closing will be, adequate to permit the Acquired Companies to own, lease, maintain, operate and conduct their businesses as currently conducted.
Sample 1

Related to Ownership and adequacy of assets

  • Ownership and Condition of Assets (a) The Seller is the true and lawful owner, and has good title to, all of the Acquired Assets, free and clear of all Security Interests, except as set forth in Section 2.10(a)(i) of the Disclosure Schedule. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii), the Buyer will become the true and lawful owner of, and will receive good title to, the Acquired Assets, free and clear of all Security Interests other than those set forth in Section 2.10(a)(ii) of the Disclosure Schedule.

  • Capitalization and Ownership (a) As of the date of this Agreement, the entire authorized capital stock of GRS consists of 100,000,000 shares of which 90,000,000 have been designated as GRS Common Stock and 10,000,000 have been designated as Preferred Stock. All of the presently outstanding shares of capital stock of GRS have been validly authorized and issued and are fully paid and nonassessable. Except as set forth on Schedule 5.03, GRS has not issued any other shares of its capital stock and there are no outstanding options, warrants, subscriptions or other rights or obligations to purchase or acquire any of such shares, nor any outstanding securities convertible into or exchangeable for such shares. No dividends are accrued but unpaid on any capital stock of GRS.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Ownership of Assets of the Trust Title to all of the assets of the Trust shall at all times be considered as vested in the Trust, except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, on such terms as the Trustees may determine. Upon the resignation, incompetency, bankruptcy, removal, or death of a Trustee he or she shall automatically cease to have any such title in any of the Trust Property, and the title of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. The Trustees may determine that the Trust or the Trustees, acting for and on behalf of the Trust, shall be deemed to hold beneficial ownership of any income earned on the securities owned by the Trust, whether domestic or foreign.

  • Limitation on Creation of Subsidiaries Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary, provided that Borrower and its Wholly-Owned Subsidiaries may (x) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) pledged to the Lender pursuant to, and to the extent required by, the Security Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it were a Credit Party on the Effective Date.

  • OWNERSHIP AND VALIDITY Licensee acknowledges Index Providers’ ownership of the entire right, title and interest in and to the Indexes and Marks and Licensee’s use shall inure to the sole benefit of the applicable Index Provider.

  • Protection of Assets (a) Except for transactions and activities entered into in connection with the securitization that is the subject of this Agreement, the Trust Fund created by this Agreement is not authorized and has no power to:

  • Ownership/No Claims Each Loan Party owns, or is licensed to use, all patents, patent applications, trademarks, trade names, servicemarks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of its business as currently conducted (the "INTELLECTUAL PROPERTY"), except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted and is pending by any person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Loan Party know of any valid basis for any such claim, in each case that could reasonably be expected to result in a Material Adverse Effect. The use of such Intellectual Property by each Loan Party does not infringe the rights of any person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

  • Limitation on Consolidation, Merger and Sale of Assets (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.

  • Title to and Condition of Assets Seller has good and marketable title to (or, with respect to any Assets that are leased, a valid leasehold interest in) all of the Assets to be acquired by TJC at the Closing, free from any liens, adverse claims, security interest, rights of other parties or like encumbrances of any nature. The Assets consisting of physical property are in good condition and working order, normal wear and tear excepted, and function properly for their intended uses.

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