Personal and Real Property. Each Council shall have the right to acquire property, both real and personal, to facilitate the furtherance of their programs. Council shall maintain a running inventory of any such property acquired by Council from any and all sources. The Council shall provide that any property acquired is the property of LULAC and that it shall be turned over to the National Office or its designated Chartered Council in the event that said Council’s Charter become forfeited and/or not renewed by LULAC National.
Personal and Real Property. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its tangible assets, free and clear of all Liens, other than Permitted Liens.
(b) Neither the Company nor any of its Subsidiaries owns any real property. SECTION 3.15(b) of the Company Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses and occupancy agreements, together with all amendments and supplements thereto, under which the Company or any of its Subsidiaries leases (as lessee) or occupies real property (the “Real Property Leases”; the property covered by the Real Property Leases is referred to herein as the “Leased Real Property”). The Company has made available to Parent true and complete copies of each of the Real Property Leases. As applicable, each of the Company and its Subsidiaries has a valid and subsisting leasehold interest in all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. To the Knowledge of the Company, (i) no Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor (ii) has any such condemnation, expropriation or taking been proposed to the Company or any of its Subsidiaries. All Real Property Leases are in full force and effect, and neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any other party thereto, is in default under any Real Property Lease, and no event has occurred which, with the giving of notice or passage of time, would constitute such a default by the Company or its Subsidiaries, or to the Knowledge of the Company, any other party thereto. The Company has not received any notice, order or proposal which would adversely affect the value or use or enjoyment of any of the Leased Real Property.
Personal and Real Property. (a) Other than as described in Schedule 3.05(a), the Project Company owns no real property.
(b) Schedule 3.05(b)(i) sets forth all Leases of the Project Company(collectively, the “Project Company Leases”), and includes (i) the title of each Project Company Lease, (ii) the original parties to each Project Company Lease, and (iii) all amendments with respect to each Project Company Lease. The interests of the Project Company in all Project Company Leases set forth in Schedule 3.05(b)(i) are insured under the existing owner’s title insurance policy or policies for the Project set forth on Schedule 3.05(b)(ii) (“Title Policies”).
(c) Except for Permitted Liens, the Project Company has (x) good and marketable title to or valid leasehold interest in all Acquired Entity Real Property subject to the terms and conditions of the Project Company Leases and (y) good and valid title to, or a valid leasehold in, all of its tangible personal property and assets, free and clear of all Liens.
(d) With respect to the Acquired Entity Real Property it leases or on which it was granted servitudes or superficies pursuant to the Project Company Leases, the Project Company has the right to, and does, enjoy peaceful and undisturbed nonexclusive possession under all Project Company Leases, servitudes or superficies under which it is leasing or occupying property in accordance with the terms and conditions of the relevant Project Company Lease, servitude or superficies and subject to the Permitted Liens. Seller has Made Available to Purchaser copies of all Project Company Leases. All rents, royalties and other payments under the Project Company Leases have been paid in full to the extent due. No fees, payments or other assessments are due and owing with respect to any Acquired Entity Real Property owned by a Project Company.
(e) Except as set forth in Schedule 3.05(e), each of the Project Company Leases (i) has been duly authorized, executed and delivered by the Project Company and, to the Knowledge of Seller, any other party thereto; (ii) constitutes a valid and binding obligation of the Project Company and, to the Knowledge of Seller, any other party thereto and is enforceable against the Project Company and, to the Knowledge of Seller, any other party thereto in accordance with its terms and (iii) is the complete agreement between the respective parties and unamended (other than as disclosed on Schedule 3.05(b)(i). None of the Seller or the Project Company, or to the Seller’s Kno...
Personal and Real Property. Each Borrower hereby assigns and grants to Lender, a continuing Lien on and security interest in, upon and to all assets of such Borrower, including but not limited to the following Property, all whether now existing or hereafter acquired, created or arising and wherever located:
Personal and Real Property. (a) Cratos and each Subsidiary have valid title to all of their personal property (other than leased or licensed personal property), and such personal property is not subject to any Lien except as set forth on Schedule 4.5(a). Copies of all leases and licensing agreements for personal property (“Personalty Leases”) leased or licensed by Cratos or any Subsidiary have been made available to Buyer. Cratos and each Subsidiary have performed all material obligations required to be performed by them under such Personalty Leases, and no event or condition exists which constitutes or, with the giving of notice or the passage of time or both, would constitute a material default by Cratos or any Subsidiary as lessee or licensee under such leases.
(b) Neither Cratos nor any Subsidiary owns any real property. Each lease of real property (the “Real Property Leases”) leased to Cratos and the Subsidiaries is valid and in full force and effect. Cratos and each Subsidiary have performed all material obligations required to be performed by them under such Real Property Leases, and no event or condition exists which constitutes or, with the giving of notice or passage of time or both, would constitute a material default by any Subsidiary as lessee under such Real Property Leases. Cratos and the Subsidiaries have made available to Buyer copies of the Real Property Leases and any amendments thereto.
Personal and Real Property. (a) Each Group Company validly owns or leases all:
(1) assets, whether personal or real, tangible or intangible, which are material to the operation of the Business, subject only to disposals in the ordinary course of business since the Reference Date;
(2) real property the net book value of which exceeds US$500,000 as reflected in the Audited Consolidated Accounts are owned free and clear of any Encumbrance, other than as collateral security for liabilities set forth in the Audited Consolidated Accounts (including in connection with the Existing Facilities) or for liabilities incurred in the ordinary course of business, or for easements, servitude or similar encumbrances that do not significantly restrict the current use of such real property;
(3) items of machinery and equipment of the Group Companies of which the net book value exceeds US$500,000 as reflected in the Audited Consolidated Accounts are not subject to any Encumbrance, other than as collateral security for liabilities set forth in the Audited Consolidated Accounts (including in connection with the Existing Facilities) or for liabilities incurred in the ordinary course of business or for Encumbrances that do not significantly restrict the current use of such assets.
(b) Schedule 7.2.7(b) of the Disclosure Letter identifies each lease agreement in respect of real property providing for a yearly rental payment in excess of US$500,000 per property, to which a Group Company is a party (whether as a landlord or tenant).
(c) Schedule 7.2.7(c) of the Disclosure Letter sets forth each lease agreement in respect of items of machinery and equipment, providing for a yearly rental payment in excess of US$500,000, to which a Group Company (whether as a lessor or a lessee) is a party.
(d) None of the Group Companies has received any written notice from any party to any of the lease agreements referred to in Clause 7.2.7(b) and Clause 7.2.7(c) of such party’s intent to terminate any such agreement prior to the end of such agreement’s term.
Personal and Real Property. The Company leases all of the real property and owns all personal property used in the operation of the Company's business, free and clear of all Liens, except as set forth in Schedule 3.1.14. Each lease listed in Schedule 3.1.14 is in full force and effect, and the Company is not in material default under any of such lease, nor has any event occurred which, with the giving of notice or the lapse of time, or both, would constitute a default under any such lease by the Company. The Company has furnished to KHC a true and complete copy of all such leases.
Personal and Real Property. All items of personal and --------------------------- real property (other than real property comprising Excluded Assets) owned or leased by the Companies, Madison, and the Partnership or used in the business operations of the Companies and the New Jersey Business, will be transferred to Purchaser at Closing, in the condition set forth in subparagraphs (a), (b) and (c) below:
(a) Attached hereto, made a part hereof and marked Schedule 2.4
(a) is a listing of all those items used in the New Jersey Business and described in subparagraphs "i" and "ii," organized by Company and by subparagraph.
(i) All rolling stock, including motor vehicles, trucks, front and rear end loaders, and compactors used in each Company's business operations together with information as to the make, description of body and chassis, model number, serial number and year of each such vehicle, all of which are owned or leased by each Company, as listed on Schedule 1.5(b) and all of the vehicles are, in all material respects, in reasonably good and working condition, normal wear and tear excepted, and adequate for the Companies' conduct of day-to-day operations, except as noted on Schedule 2.4(a)(i);
(ii) All Containers, bailers, scales, and extruders used in each Company's business operations are in reasonably good condition, normal wear and tear excepted, except as noted on Schedule 2.4(a)(ii);all containers used in each Company's business operations having a size of 10 yards or greater together with information as to container size are listed on Schedule 2.4(a)(ii);
(b) All other items of personal property owned, leased or used by the Companies, including, without limitation, all radios, compactors, recycling equipment, furniture, office equipment and other equipment used in each Company's business operations, the inventory of parts, tires and accessories maintained by each Company, and the shop tools used by each Company are in reasonably good, and, as applicable, working condition, in all material respects, normal wear and tear excepted, except as noted on Schedule 2.4(b); and
(c) Schedule 2.4(c) describes each interest in Real Property owned or leased by each Company, Madison, and the Partnership including the location and a brief description thereof, the lessor of any such leased property and a copy of each lease and other agreement under which any such property is held. Such real estate and the premises located thereon occupied by each Company are sufficient for its business and o...
Personal and Real Property. Schedule 6.8.1 contains a complete and accurate description of all Personal Property and real property owned or leased by the Business, except for any Excluded Assets.
Personal and Real Property. The Board may acquire necessary property to carry out its powers and its duties.
