Ownership, Condition and Sufficiency of Assets Sample Clauses

Ownership, Condition and Sufficiency of Assets. The material assets --------------------------------------------- of Entravision are structurally sound, are of reasonable good operating condition and repair and are reasonably adequate for the uses to which they are being put, and none of such assets is in need of maintenance or repairs, except for ordinary routine maintenance and repairs that are not material in nature or cost. The assets of Entravision taken as a whole are sufficient for the continued conduct of its media business in substantially the same manner as conducted prior to the Closing.
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Ownership, Condition and Sufficiency of Assets. Each Seller has good and marketable title to, a valid leasehold interest in, or a valid license or other right to use, the assets, properties, rights, and privileges, reflected on its Historical Financial Statements or acquired after the date thereof, free and clear of all Liens (except for Permitted Liens or Liens which will be released at or promptly after Closing as provided in Section 2.2(b)(i)), excluding inventory disposed of in the Ordinary Course of Business. Sellers own the Owned Real Property in fee simple absolute, subject only to the Permitted Liens and encumbrances, exceptions, covenants, conditions and restrictions of record that would not (i) diminish to a material extent the value of the applicable Owned Real Property and Leased Real Property, individually or collectively, or (ii) prohibit or have a material adverse effect upon Buyer's intended use of the applicable Owned Real Property and Leased Real Property, individually or collectively, as Wendy's Restaurants consistent with past practice. Except for Liens that will be released pursuant to Section 2.2(b)(i), the Owned Real Property and Leased Real Property are subject to no liens, rights-of-way, easements, reservations, restrictions, encroachments, overlaps, boundary line disputes or other matters, encumbrances or title exceptions, that could (i) diminish to a material extent the value of the applicable Owned Real Property and Leased Real Property, individually or collectively, or (ii) prohibit or have a material adverse effect upon Buyer's intended use of the applicable Owned Real Property and Leased Real Property, individually or collectively, as Wendy's Restaurants consistent with past practice. Except as disclosed on Schedule 3.9(c), the Purchased Assets, the Leased Equipment, the Leased Real Property and the Owned Real Property constitute all of the properties and assets used in or necessary for the Business. Except as disclosed on Schedule 3.9(c), all tangible personal property owned by Seller and all Leased Equipment (i) is in good operating condition and has been maintained in a good state of repair (ordinary wear and tear excepted) and, in the case of Leased Equipment, in compliance in all material respects with the Equipment Leases relating thereto, and (ii) substantially conforms in all material respects with all applicable Orders, Laws, and Licenses relating thereto, and no Law presently in effect or condition precludes or restricts continuation of the present use of such pr...
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Ownership, Condition and Sufficiency of Assets. (a) Except as set forth in Section 2.7(a) of the Disclosure Schedule, the Seller is the true and lawful owner, has good title to, all of the Acquired Assets, and as of Closing, the Acquired Assets will be free and clear of all Security Interests (as defined below). Except as set forth in Section 2.7(a) 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, 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 (including Security Interests arising under any tax lien statutes or regulations of any state in which the Acquired Assets are located). (b) The Acquired Assets are sufficient for the conduct of the Seller’s business in the Acquired Stores and the Consumer Direct Business, in each case as presently conducted. (c) Each tangible Acquired Asset (other than Go-Forward Inventory) is free from material defects, has been maintained in accordance with normal industry practice, is in adequate operating condition and repair (subject to normal wear and tear) and is suitable for the purposes for which it presently is used. Each tangible asset not owned by the Seller is in such condition that upon the return of such tangible asset to its owner in its present condition at the end of the relevant lease term or as otherwise contemplated by the applicable agreement between the Seller and the owner or lessor thereof, the obligations of the Seller and the Buyer (as assignee of the Seller) to such owner or lessor with respect to the condition of such tangible asset will be discharged in full.
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Ownership, Condition and Sufficiency of Assets. Except as set forth ---------------------------------------------- on Schedule 4.9, ZSPN or the ZSPN Subsidiaries, as the case may be, own all of ------------ their material assets free and clear of all Encumbrances. The material assets of ZSPN and the ZSPN Subsidiaries are structurally sound, are in reasonably good operating condition and repair and are reasonably adequate for the uses to which they are being put, and none of such assets is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The assets of ZSPN and the ZSPN Subsidiaries are sufficient for the continued conduct of businesses of the Radio Stations, the Outdoor Business and the Internet Sites after the Closing in substantially the same manner as conducted prior to the Closing.
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Ownership, Condition and Sufficiency of Assets. Except as set forth ---------------------------------------------- on Schedule 4.9, LCG or the LCG Subsidiaries, as the case may be, own all of ------------ their material tangible assets free and clear of all Encumbrances. The assets of LCG and the LCG Subsidiaries are, in all material respects, in good operating condition and repair (reasonable wear and tear in normal use excepted), and none of such assets is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.
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Ownership, Condition and Sufficiency of Assets 
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Related to Ownership, Condition and Sufficiency of Assets

  • Condition and Sufficiency of Assets The buildings, plants, structures, and equipment of the Acquired Companies are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment of the Acquired Companies are sufficient for the continued conduct of the Acquired Companies' businesses after the Closing in substantially the same manner as conducted prior to the Closing.

  • Title to and Sufficiency of Assets Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified on the balance sheet as of the Interim Balance Sheet Date included in the Company Financials and (d) Liens set forth on Schedule 4.17. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the material assets, rights and properties that are currently used in the operation of the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted.

  • Title to Assets; Sufficiency of Assets (a) The Seller has, and at the Closing the Seller will deliver to Acquiror, good and valid title to or, in the case of licensed assets, a valid and binding license to the Purchased Assets free and clear of all Encumbrances, a valid and binding license under the Seller Multi-Application Technology pursuant to Section 2.5 and, as applicable, a valid and binding sublicense under the Licensed Intellectual Property (as defined in the Acrux License) pursuant to the Sublicense Agreement. Except as set forth on Schedule 6.14(a) of the Seller Disclosure Schedule, no Subsidiary of the Seller owns, beneficially or of record, or has any rights, title or interest in, to or under any Purchased Asset or conducts any part of the Evamist Business, and there are no employees of any Subsidiary of the Seller employed in the Evamist Business or who perform tasks that are necessary for the proper operation of the Evamist Business. (b) The Purchased Assets (together with the rights of the Acquiror and its Affiliates under the Related Agreements), the rights granted pursuant to Section 2.5 and, as applicable, pursuant to the Sublicense Agreement constitute all of the assets, Contracts, Required Permits, rights and services required for the continued operation of the Evamist Business by the Acquiror as conducted by the Seller during the past twelve (12) months. (c) Each item of equipment which is a Purchased Asset (other than equipment set forth on Schedule 6.14(c) of the Seller Disclosure Schedule) is in good operating condition for the purposes for which it is currently being used, subject to ordinary wear and tear, is free from any material defect and has been maintained in all material respects in accordance with generally accepted industry practice. (d) The Seller has not experienced any out-of-stock or back-order situation with respect to the Evamist Business (e) The Seller does not own or control any Evamist Product Improvements, and has not granted to any third party or enabled any third party to make any Evamist Product Improvements.

  • Sufficiency of Assets The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in the manner presently operated by Seller, and (b) include all of the operating assets of Seller.

  • 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”).

  • Pre-Existing Conditions The Contractor acknowledges that it has been provided unrestricted access to the existing improvements and conditions on the Project site and that it has thoroughly investigated those conditions. Contractor’s investigation was instrumental in preparing its Proposal to perform the Work. Contractor shall not make or be entitled to any adjustment to the Contract Time or the Contract Sum arising from Project conditions that Contractor discovered or, in the exercise of reasonable care, should have discovered in Contractor’s investigation.

  • Sufficiency of Consideration Executive hereby acknowledges and agrees that Executive has received good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in this Release.

  • Existence, Properties, Etc (a) The Company shall do, or cause to be done, all things, or proceed with due diligence with any actions or courses of action, that may be reasonably necessary (i) to maintain Company's due organization, valid existence and good standing under the laws of its state of incorporation, and (ii) to preserve and keep in full force and effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a Material Adverse Effect (as defined below); and (b) the Company shall not do, or cause to be done, any act impairing the Company's corporate power or authority (i) to carry on the Company's business as now conducted, and (ii) to execute or deliver this Agreement or any other document delivered in connection herewith, including, without limitation, any UCC-1 Financing Statements required by the Secured Party to which it is or will be a party, or perform any of its obligations hereunder or thereunder. For purpose of this Agreement, the term "Material Adverse Effect" shall mean any material and adverse affect as determined by Secured Party in its sole discretion, whether individually or in the aggregate, upon (a) the Company's assets, business, operations, properties or condition, financial or otherwise; (b) the Company's to make payment as and when due of all or any part of the Obligations; or (c) the Pledged Property.

  • Title to and Condition of Properties Except as would not have a Material Adverse Effect, the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

  • Sufficiency of Purchased Assets The Purchased Assets include all right, title and interest of Seller in and to all assets, properties and rights of Seller or necessary for or used in the operation of Seller's business, other than the Excluded Assets.

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