Ownership of Assets and Leases Sample Clauses

Ownership of Assets and Leases. Attached hereto as Exhibit 4.9(a) is a complete and correct list and brief description, as of the date of this Agreement, of all real property and material items of personal property owned by the Company and all of the leases and other agreements relating to any real, personal or intangible property owned, used, licensed or leased by the Company. The Company has good and marketable title to all of its assets, including those listed on Exhibit (a) and any income or revenue generated therefrom, in each case free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances, except, (i) as disclosed and reserved against in the Financial Statements (to the extent and in the amounts so disclosed and reserved against), (ii) for liens arising from current taxes not yet due and payable and (iii) as set forth on Exhibit 4.9(b). Each of the Company's leases and agreements is in full force and effect and constitutes a legal, valid and binding obligation of the Company and the other respective parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally, and, there is not under any of such leases or agreements existing any default of the Company, or to the best of the Company's or Xxxxxx'x knowledge of any other parties thereto (or event or condition which, with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets, and, to the best of the Company's knowledge there is not any such violation or grounds therefor which could adversely affect their assets or the conduct of its business. The Company is not a party to any contract or obligation whereby an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets has been granted to anyone. There does not exist and will not exist by virtue of the transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any of the Company's assets.

Ownership of Assets and Leases. 3.7.1 Other than with respect to the Real Property and Improvements:

Ownership of Assets and Leases. (a) Company has, and at Closing will have, good, marketable and exclusive title to the Company Assets as described in Section 2.1(a) through (c), (e), and(i), which Company Assets will be free and clear of all Encumbrances at Closing, except as specifically disclosed on the Title Report. To Company’s knowledge, Company has and will have at Closing the right to use the Company Assets set forth in Section 2.1(f), (g) and (h). To Company’s knowledge, the Company Assets set forth in Section 2.1(f), (g) and (h) will be free and clear of all Encumbrances at Closing. To Company’s knowledge, Company has the right to use the name “MVP Laboratories, Inc.” in the State of Nebraska. (b) To Company’s knowledge, all of the Company Assets currently in use are in good operating condition and state of repair, subject only to ordinary wear and tear which is not such as to affect adversely the operation of the Business or the Company Assets in the ordinary course, and are suitable for the purposes for which they are used by Company in connection with the Business. To Company’s knowledge, the present use and location of the Company Assets conform with all applicable Laws. Company has not received notice of any breach or violation of any such Laws with respect to the Company Assets. (c) Except pursuant to this Agreement, neither Company or LLC is a party to any contract or obligation whereby an absolute or contingent right to purchase, obtain or acquire any rights in any of the Assets or any of the Business has been granted to anyone. To Company’s knowledge, there does not exist and will not exist by virtue of the transactions contemplated by this Agreement any claim or right of any third person by virtue of applicable Laws, including bulk sales laws or otherwise which may be asserted against Purchaser or any of the Company Assets. (d) To Company’s knowledge, the Company Assets together with the LLC Assets described in Section 2.2 constitute all of the assets used by Company to operate the Business as conducted on the Effective Date and as contemplated to be operated in the future. (e) In addition to the Company Assets, Company will convey to Purchaser at Closing (i) any right, title and interest Company may have in and to all Company Assets, and (ii) all of Company’s right, title and interest, if any, in and to any all patents, designs, art work, designs-in-progress, formulations, know-how, prototypes, inventions, and copyrights; all registrations and applications therefore, ...

Ownership of Assets and Leases. (a) Attached hereto as Schedule 4.9(a) is a complete and correct list and brief description, as of the date of this Agreement, of all real property and material items of personal property owned by the Company and all of the leases and other agreements relating to any real, personal or intangible property owned, used, licensed or leased by the Company. The Company has good and marketable title to all of its assets, including those listed on Schedule 4.9(a), and any income or revenue generated therefrom, in each case free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances, except (i) as disclosed and reserved against in the Financial Statements and the February 28, 2005 Financial Statements (to the extent and in the amounts so disclosed and reserved against), (ii) for liens arising from current taxes not yet due and payable, and (iii) as separately and specifically set forth on Schedule 4.9(a). Each of the leases and agreements of the Company is in full force and effect and constitutes a legal, valid and binding obligation of the Company and the other respective parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally. There is not under any of such leases or agreements existing any default of the Company or, to the best of the Company's or Thomas's knowledge, of axx xxxxx parties thereto (or event or condition which, with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets and, to the best of the Company's or Thomas's knowledge, therx xx xxt any such violation or grounds therefor which could materially adversely affect its assets or the conduct of its business. The Company is not a party to any contract or obligation whereby an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets has been granted to anyone. There does not exist and will not exist by virtue of the transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any material asset of the Company. (b) The Company's main facility, located at 4365 Arnold Avenue, Naplex, Xxxxxxx (t...

Ownership of Assets and Leases. The Corporation owns no real property. Schedule 3.7 attached contains a list of all fixed assets owned by the Corporation individually having a value of $2,500 or more, including, but not limited to, all leasehold improvements and all machinery and equipment, office furniture and equipment owned by the Corporation. The Corporation has good and marketable title to all of the assets shown on Schedule 3.7 subject to no mortgage, pledge, lien, conditional sale agreement, encumbrance, charge or adverse claim whatsoever, except as shown on Schedule 3.7, and except for the pledge of certain assets of the Corporation to secure the payment and performance of the Real Estate and Equipment Lease. Except as shown on Schedule 3.7, none of the properties or assets used by the Corporation are held under any lease, or as conditional vendee under any conditional sale or other title retention agreement. Schedule 3.7 includes a list of all leases of all land, buildings, machinery, and equipment on the books of, or used in connection with the operations of the Corporation of which the Corporation is a tenant or equipment lessee. None of the assets of the Corporation shown on Schedule 3.7 is leased by the Corporation to any other person or entity. Each of the equipment leases and agreements described in Schedule 3.7 is in full force and effect and constitutes a legal, valid and binding obligation of the Corporation and (to the knowledge of Seller) the other respective parties thereto, and is enforceable in accordance with its terms against the Corporation and neither the Corporation nor (to the knowledge of the Corporation), the other parties to such agreements is in default. To Seller’s knowledge, the machinery and equipment owned or leased by the Corporation are usable and operable in the Business of the Corporation as it is now being conducted. Except as set forth on Schedule 3.7, all Inventories owned by the Corporation consist only of items of a quality readily usable. The Corporation has not received any notice of violation of any applicable zoning regulation, ordinance or other law, regulation or requirement relating to its operations and properties; whether owned or leased, and there is no such violation or grounds therefor which could adversely affect the operation of the Business conducted by the Corporation. Except pursuant to this Agreement, neither the Corporation nor Seller is a party to any contract or obligation whereby there has been granted to anyone an absol...

Ownership of Assets and Leases. (a) Schedule 4.7(a) attached hereto contains a complete and correct list of all fixed assets owned by MSGI or Teleservices and used in the Business having a value of at least One Thousand Dollars ($1,000), including all items of machinery, computer and other equipment and office furniture used in the Business, and all vehicles owned by either Seller and used in the Business, and depreciation schedules of the assets shown thereon. (b) MSGI and Teleservices have good and marketable title to all of the assets shown on Schedule 4.7(a) subject to no Liens whatsoever, except as disclosed on Schedule 4.7(a). (c) Except as shown on Schedule 4.7(c), none of the properties or assets used by MSGI or Seller in the Business are held under any lease, or as conditional vendee under any conditional sale or other title retention agreement. Schedule 4.7(c) includes a list of all leases of machinery, computer and other equipment and furniture having a value of at least One Thousand Dollars ($1,000) on the books of, or used in connection with, the operation of the Business of which MSGI or Teleservices is a lessee, including respective expiration dates and monthly rentals. (d) Except as set forth on Schedule 4.7(d), none of the property shown on Schedules 4.7(a) or 4.7(c) is leased by MSGI or Teleservices to any other person or entity. (e) There are no items of machinery, computer equipment, other equipment, furniture or vehicles employed or used in connection with the Business having a value of One Thousand Dollars ($1,000) or more that are not described on Schedules 4.7(a) or 4.7(c). (f) Except as disclosed on Schedule 4.7(f), each of the leases and agreements described on Schedule 4.7(c) is in full force and effect and constitutes a legal, valid and binding obligation of MSGI or Teleservices and the other respective parties thereto and is enforceable in accordance with its terms, and there is not under any of such leases or agreements existing any default of MSGI or Teleservices or of any other parties thereto (or event or condition which, with notice or lapse of time, or both, would constitute a default) that would give the non-defaulting party thereto the right to terminate such lease or agreement, or that would require payments or services from the defaulting party having a value in excess of One Thousand Dollars ($1,000.00) to cure such default. Except as described on Schedule 4.7(f), neither MSGI nor Teleservices has received any payment from a lessor in connection wi...

Ownership of Assets and Leases. Attached hereto as Exhibit 4.9(a) is a complete and correct list and brief description, as of the date of this Agreement, of all real property and material items of personal property owned by the Company, or by its subsidiaries or affiliates, and all of the leases and other agreements relating to any real, personal or intangible property owned, used, licensed or leased by the Company, its subsidiaries or its affiliates. The Company, its subsidiaries and its affiliates, have good and marketable title to all of its assets, including those listed on Exhibit 4.9(a), and any income or revenue generated therefrom, in each case free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances except (i) as disclosed and reserved against in the Financial Statements (to the extent and in the amounts so disclosed and reserved against), (ii) for liens arising from current taxes not yet due and payable and

Ownership of Assets and Leases. (a) Other than with respect to the Real Property and Improvements: (i) Schedule 4.9(a)(i) contains a list of all material machinery and equipment, and all vehicles owned by any Acquired Entity or Subsidiary. The Acquired Entities and Subsidiaries have good and marketable title to all of the assets shown on Schedule 4.9(a)(i), free and clear of all Liens. None of the property set forth on Schedule 4.9(a)(i) is leased to any other Person, other than as set forth on such Schedule. (ii) Schedule 4.9(a)(ii) includes a list of all leases of all machinery and equipment of which any Acquired Entity or Subsidiary is a lessee. None of the properties or assets used by any Acquired Entity or Subsidiary are held under any lease, or as conditional vendee under any conditional sale or other title retention agreement. Each of the leases and agreements described in Schedule 4.9(a)(ii) is in full force and effect and constitutes a legal, valid and binding obligation of the Acquired Entities or Subsidiaries and the other respective parties thereto and is enforceable in accordance with its terms, and there is not existing under any of such leases or agreements any default of any Acquired Entity or Subsidiary or of any other parties thereto (or event or condition which, with notice or lapse of time, or both, would constitute a default). No Acquired Entity, Subsidiary or Equityholder has received any payment from a lessor in connection with or as inducement for entering into any such lease. None of the property set forth on Schedule 4.9(a)(ii) is subleased to any Person, other than as set forth on such Schedule. (iii) To the Knowledge of any Acquired Entity, all machinery and equipment owned or leased by any Acquired Entity or Subsidiary that is currently used in the operation of the Business is usable and operable and is in good operating condition and repair, subject only to ordinary wear and tear. (iv) All inventories owned by any Acquired Entity or Subsidiary consist only of items of a quality and quantity readily usable or readily salable, at prices equal to the values at which such items are reflected in such Acquired Entity’s or Subsidiary’s books, in the Ordinary Course of Business and are valued so as to reflect the normal valuation policy of such Acquired Entity or Subsidiary, all in accordance with GAAP, applied on a basis consistent with prior years, but not in excess of the lower of cost or net realizable market value. Since the Financial Statement Date, there have...

Ownership of Assets and Leases. 3.6.1 Other than with respect to the Leased Real Property and Improvements: 3.6.1.1 Seller has good and marketable title to all of the assets shown on Exhibit 3. 6.1.1 subject to no mortgage, pledge, lien, security interest, conditional sale agreement, encumbrance, charge or adverse claim whatsoever. 3.6.1.2 Each of the leases and agreements described in Exhibit 3.

Ownership of Assets and Leases. (a) Other than with respect to the Real Property and Improvements and Water Rights: