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). 16.2 Except (in the case of the Liberty Global Target Group) pursuant to the Financing Facilities of Liberty Global and the Liberty Global Target Group, so far as the Seller is aware, no option, right to acquire, mortgage, charge, pledge, lien (other than a lien arising by operation of law in the ordinary course of trading) or other form of security or encumbrance or equity on, over or affecting the whole or any part of the undertaking or material assets of any member of the Target Group (including any investment in any other member of the Target Group) is outstanding and there is no agreement or commitment to give or create any and no claim has been made by any person to be entitled to any. 16.3 The telecommunication, cable and signal distribution networks and systems of the Target Group (the “Network”) which are operated for the purposes of the business of the Target Group and any necessary associated software (owned by or licensed to any member of the Target Group or provider of the Network) substantially perform the functions which they are intended to perform in the manner in which they are presently being conducted. 16.4 The Network has been materially designed, planned, constructed, implemented, licensed and maintained in accordance with applicable laws and regulations. The Network is in proper operating condition (subject to normal wear and tear) and is fit in all material respects for the purpose for which it is intended. 16.5 The Network has not suffered any material service degradations or breakdowns during the past 12 months. 16.6 The Target Group owns, or has all rights necessary to use, the Network. So far as the Seller is aware, (i) there are no disputes or challenges to the title and rights of the Target Group in relation to its ownership or operation of any material part of the Network, and (ii) the Target Group is using the Network components purs...
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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 a. Each of the material assets (other than Properties 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 ordinary 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 ordinary course of business). b. Except:
Sample 1
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.
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.
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. 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.
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Related to Ownership and adequacy of assets

  • Capitalization and Ownership (a) Section 3.4(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all the issued and outstanding shares of the capital stock of the Acquired Company. Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorized, validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares. Other than the Shares, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption of any shares of the Acquired Company’s capital stock. (b) The Acquired Company does not own or have any rights to acquire, directly or indirectly, any capital stock or other equity interests of any Person. (c) No bankruptcy, insolvency or dissolution proceedings are applied for, pending or, to the Seller’s Knowledge, threatened with respect to the Acquired Company or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolution.

  • 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 each series of Shares and of the Trust shall at all times be considered as vested in the Trustees.

  • 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.

  • 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 created by this Agreement is not authorized and has no power to: (1) borrow money or issue debt; (2) merge with another entity, reorganize, liquidate or sell assets; (3) engage in any business or activities. (b) Each party to this Agreement agrees that it will not file an involuntary bankruptcy petition against the Trustee or the Trust Fund or initiate any other form of insolvency proceeding until after the Certificates have been paid in full.

  • Title to and Condition of Assets The Company or one of its Subsidiaries has good and valid title to or a valid leasehold interest in all of its material tangible assets, including all of the material tangible assets reflected on the Balance Sheet or acquired in the ordinary course of business consistent with past practice since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”).

  • Ownership and Liens The Borrower has title to, or valid leasehold interests in, all of its properties and assets, real and personal, including the properties and assets and leasehold interests reflected in the financial statements referred to in Section 4.04 (other than any properties or assets disposed of in the ordinary course of business), and none of the properties and assets owned by the Borrower and none of its leasehold interests is subject to any Lien, except such as may be permitted pursuant to Section 6.01 of this Agreement.

  • TREATMENT OF ASSETS a. Title to all property furnished by DCYF shall remain in DCYF. Title to all property furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this Contract, shall pass to and vest in DCYF upon delivery of such property by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor under this Contract, shall pass to and vest in DCYF upon (i) issuance for use of such property in the performance of this Contract, or (ii) commencement of use of such property in the performance of this Contract, or (iii) reimbursement of the cost thereof by DCYF in whole or in part, whichever first occurs. b. Any property of DCYF furnished to the Contractor shall, unless otherwise provided herein or approved by DCYF, be used only for the performance of this Contract. c. The Contractor shall be responsible for any loss or damage to property of DCYF which results from the negligence of the Contractor or which results from the failure on the part of the Contractor to maintain and administer that property in accordance with sound management practices. d. If any property of DCYF is lost, destroyed or damaged, the Contractor shall immediately notify DCYF and shall take all reasonable steps to protect the property from further damage. e. The Contractor shall surrender to DCYF all property of DCYF prior to settlement upon completion, termination or cancellation of this contract. f. All reference to the Contractor under this clause shall also include Contractor's employees, agents or Subcontractors.

  • Ownership and Licenses 54 Section 16.01 Property damage.....................................................................................................................55 Section 16.02 Risk of Loss.............................................................................................................................55 Section 16.03 Limitation of HHSC’s Liability..................................................................................................55 Section 17.01 Insurance Coverage................................................................................................................55 Section 17.02 Performance Bond..................................................................................................................57 Section 17.03 TDI Fidelity Bond.....................................................................................................................57

  • Ownership of Assets The Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus as being owned by 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, in the Time of Sale Disclosure Package and in the Prospectus. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company or its subsidiaries.

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