Personal and Real Properties Sample Clauses

Personal and Real Properties. (i) Except as set forth on Schedule 4.1(q)(i) attached hereto, the Seller has, free and clear of all Liens other than Permitted Liens, good and valid title to, or a valid leasehold interest in, all tangible and intangible personal Property required to conduct the Business and, upon consummation of the transactions contemplated by this Agreement, CPLC will have, free and clear of all Liens other than Permitted Liens, good and valid title to, or have a valid leasehold interest in, and will be entitled to continue to use, all such personal Property. All such personal Property is in sufficient operating condition to continue the operations of the Business in the ordinary and usual course, consistent with the Seller's past practices. All leases of tangible personal Property of which the Seller, and after the consummation of the Contribution Transaction, CPLC, is the lessee or obligor are in full force and effect according to their terms and there are no outstanding defaults by the Seller or CPLC thereunder (nor, to the Knowledge of the Seller, are any of the other parties thereto in default).
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Personal and Real Properties. (i) Schedule 2.11(i) hereto correctly sets forth an accurate list of all tangible personal property which was owned of record or beneficially by Arisur and Minera Andacaba as at September 30, 1996, together with any material changes since such date, including, without limitation, all vehicles (motor or other) and all machinery and equipment; all such vehicles, machinery and equipment and other personal property are in good operating condition and repair, reasonable wear and tear excepted, and, to the best of Seller's knowledge after reasonable inquiry, the operation thereof conforms with all applicable regulations and other laws. All such personal property is owned by Arisur or Minera Andacaba, as the case may be, free and clear of any Lien, except as set forth in Schedule 2.11(i) hereto.
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Personal and Real Properties. 11 3.8 Contracts..............................................................12 3.9 Litigation.............................................................13 3.10
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Personal and Real Properties. (1) SCHEDULE 1.1(C)(I) is an accurate and complete list of all machinery and equipment included in the Assets which have a net book value in excess of $100,000 ("MAJOR EQUIPMENT"). Seller has good title to the Major Equipment and the other personal property included in the Assets, free and clear of all liens, charges and other encumbrances, except (i) as set forth on SCHEDULE 3.7(A); (ii) liens for Taxes relating to the Assets or the Business prior to the Closing not yet due and payable, or, if due, (A) not delinquent or (B) being contested in good faith by appropriate proceedings during which collection or enforcement against the property is stayed; (iii) mechanics', workmen's, repairmen's, warehousemen's, carriers' or other like liens arising or incurred in the ordinary course of business if the underlying obligations are not past due; (iv) title retention or security interests under conditional sales contracts, and equipment leases with third parties entered into in the ordinary course of business; (v) liens, charges or encumbrances relating to purchase money obligations; (vi) liens arising from the failure of Seller to comply with bulk sales laws or similar laws in any jurisdiction; and (vii) and other liens, charges or encumbrances which individually or in the aggregate would not reasonably be likely to result in a Material Adverse Effect (collectively, such liens, charges and encumbrances described in clauses (i)-(vii) hereof are referred to herein as "PERSONAL PROPERTY PERMITTED LIENS").
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Personal and Real Properties. (i) Schedule 2.12(i) hereto correctly sets forth an accurate list of all tangible personal property which was owned of record or beneficially by each of Suramco, Arisur and Minera Andacaba as at September 30, 1996, together with any material changes since such date, including, without limitation, all vehicles (motor or other) and all machinery and equipment; all such vehicles, machinery and equipment and other personal property are in good operating condition and repair, reasonable wear and tear excepted, and, to the best of Sellers' knowledge after reasonable inquiry, the operation thereof conforms with all applicable regulations and other laws. All such personal property is owned by Suramco, Arisur or Minera Andacaba, as the case may be, free and clear of any Lien, except as set forth in Schedule 2.12(i) hereto.
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Related to Personal and Real Properties

  • Real Property (a) The Company does not own any real property.

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

  • Real and Personal Property The Company has good and marketable title to, or has valid rights to lease or otherwise use, all items of real and personal property that are material to the business of the Company free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use of such property by the Company or (ii) would not reasonably be expected to have a Material Adverse Effect.

  • Real Property; Personal Property (a) Neither the Company nor any of its Subsidiaries owns any real property.

  • Owned and Leased Real Properties (a) Neither Public Company nor any of its Subsidiaries owns or has ever owned any real property.

  • Real and Personal Property Taxes (A) All general and special real and personal property taxes and assessments (collectively, the “Taxes”), based on the regular tax xxxx for the current fiscal year (or, if such tax xxxx has not been issued as of the date of the Closing, the regular tax xxxx for the fiscal year preceding the current fiscal year) shall be prorated between Seller and Buyer at the Closing as of the Proration Date. Without limiting the foregoing, any and all accrued and unpaid supplemental or special real property taxes or assessments that relate to any time period prior to the Proration Date shall be the responsibility of Seller and, if not paid prior to or at Closing, shall be credited to the Buyer at Closing, and any and all supplemental or special real property taxes or assessments that relate to any time period on or after the Proration Date shall be the responsibility of Buyer and if paid by Seller prior to or at Closing, shall be credited to Seller at Closing. Without limiting the foregoing, in the event any supplemental or special real property taxes or assessments are levied prior to Closing, but are due and payable in one or more installments subsequent to the Closing, such supplemental or special real property taxes or assessments shall be allocated on a pro rata basis over the applicable payment period in question and prorated between Seller and Buyer as of the Proration Date. Notwithstanding any of the terms and conditions to the contrary contained in this Section 11.2(a)(iii), in the event any such Taxes are paid for directly by the Tenants to the applicable taxing authorities, such Taxes shall be not prorated between Seller or Buyer

  • Personal Property Leases Except as set forth in Schedule 3.13.(b), Company has no leases of personal property involving consideration or other expenditure in excess of $5,000 or involving performance over a period of more than three months.

  • Real Property; Leasehold Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. The Company has made available to Parent (a) an accurate and complete list of all real properties with respect to which the Company directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by the Company or any of its Subsidiaries, and (b) copies of all leases under which any such real property is possessed (the “Company Real Estate Leases”), each of which is in full force and effect, with no existing material default thereunder. The Company’s use and operation of each such leased property conforms to all applicable Laws in all material respects, and the Company has exclusive possession of each such leased property and has not granted any occupancy rights to tenants or licensees with respect to such leased property. In addition, each such leased property is free and clear of all Encumbrances other than Permitted Encumbrances.

  • Leased Personal Property Other than Personal Property owned by the Company or the Company Subsidiary, the Company or the Company Subsidiary has good and valid leasehold title to all of the tangible personal property Assets used by the Company or the Company Subsidiary, free and clear of any and all Encumbrances other than Permitted Encumbrances which would not permit the termination of the lease therefor by the lessor. Disclosure Schedule 3.9(c) sets forth all Leases for personal property. With respect to each Lease listed on Disclosure Schedule 3.9(c), (i) there has been no breach or default under such Lease by the Company, the Company Subsidiary or by any other party, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause (with or without notice and with or without the passage of time) a default under any such Lease, (iii) such Lease is a valid and binding obligation of the applicable lessor, is in full force and effect and is enforceable by the Company or the Company Subsidiary in accordance with its terms, (iv) no action has been taken by the Company or the Company Subsidiary and no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than by the Company or the Company Subsidiary without the consent of the Company or the Company Subsidiary, (v) no party has repudiated any term thereof or threatened to terminate, cancel or not renew any such Lease, and (vi) neither the Company nor the Company Subsidiary has assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in any leased property subject thereto (or any portion thereof).

  • Real Property Matters The Company does not own any real property as of the date hereof and has not owned any real property during the three years preceding the date hereof.

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