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).
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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. 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 
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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) GFI and the Subsidiaries of GFI have good and valid title to, or valid leasehold interests in, and immediately following the consummation of the Transactions and after giving effect thereto, the CME Retained Subsidiaries will have good and valid title to, or valid leasehold interests in or valid right to use, all material assets, properties and rights of the Trayport Business and the FENICS Business, free and clear of Liens other than Permitted Liens.

  • 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.

  • Adequacy of Assets 6.7 (a) The assets of each Target Company and the facilities and services to which each Target Company has a contractual right include all rights, properties, assets, facilities and services necessary or desirable for the carrying on of the business of that Target Company in the manner in which it is currently carried on.

  • 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.

  • 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 "

  • Title and Condition of Assets Except for Lessee's leasehold interest in the Lease, the Lessee has good, marketable and legal title to its properties and assets. The Lessee has a good and valid leasehold interest in the Lease.

  • Certain Representations; Reservation and Availability of Shares of Common Stock or Cash (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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