Personal Property and Leases Sample Clauses

Personal Property and Leases. (a) The “
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Personal Property and Leases. Section 2(b) of the Agreement is hereby deleted in its entirety and amended to read as follows:
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Personal Property and Leases. Except as disclosed in Section 3.12 of the Company Disclosure Memorandum, the Company and each of the Company Subsidiaries has good and marketable title to its properties and assets free and clear of all mortgages, deeds of trust, liens, encumbrances, security interests and claims except for liens, encumbrances and security interests which arise in the ordinary course of business or which do not materially impair the use or value of such properties and assets of the Company or the Company Subsidiaries. With respect to the property and assets they lease, the Company and each of the Company Subsidiaries is in material compliance with such leases and, to the best of the Company's knowledge, the Company and the Company Subsidiaries hold valid leasehold interests in such assets free of any liens, encumbrances, security interests or claims of any party other than the lessors of such property and assets.
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Personal Property and Leases. Section 3.12 of the Live Earth Disclosure Schedule sets forth an accurate list and a complete description as of the date hereof of all of the personal property and leases for equipment used by the Live Earth Companies in excess of $5,000 per annum. All assets used by the Live Earth Companies are either owned by a Live Earth Company or leased as indicated on Section 3.12 of the Live Earth Disclosure Schedule. Except as described on Section 3.12 of the Live Earth Disclosure Schedule or for Permitted Liens, there are no Liens or encumbrances on any personal property or assets owned by any Live Earth Company. On the Closing Date, the Live Earth Parties may deliver an update to Section 3.12 of the Live Earth Disclosure Schedule which shall be an accurate list and a complete description as of the Closing Date of all of the personal property and leases for equipment used by the Live Earth Companies in excess of $5,000 per annum.
Sample 1
Personal Property and Leases. The Company and each of the Company Subsidiaries has good and marketable title to its properties and assets free and clear of all mortgages, deeds of trust, liens, encumbrances, security interests and claims except for liens, encumbrances and security interests which arise in the ordinary course of business or which do not materially impair the use or value of such properties and assets of the Company or the Company Subsidiaries. With respect to the property and assets they lease, the Company and each of the Company Subsidiaries is in material compliance with such leases and, to the best of the Company’s knowledge, the Company and the Company Subsidiaries hold valid leasehold interests in such assets free of any liens, encumbrances, security interests or claims of any party other than the lessors of such property and assets.
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Personal Property and Leases. Section 3.11 of the Emerald Disclosure Schedule sets forth an accurate list and a complete description as of the Original Agreement Date of all of the personal property and leases for equipment used by the Emerald Companies (other than EWS with respect to its Gulf Coast Business) in excess of $10,000 per annum. All assets used by the Emerald Companies (other than EWS with respect to its Gulf Coast Business) are either owned by an Emerald Company (other than EWS with respect to its Gulf Coast Business) or leased or licensed as indicated on Section 3.11 of the Emerald Disclosure Schedule. Except (i) as described on Section 3.11 of the Emerald Disclosure Schedule, (ii) for Permitted Liens or (iii) for any Liens that remain in favor of Comerica after the Closing Date as an administrative convenience in its capacity as both the collateral agent under the Comerica Credit Facility and as the collateral agent on behalf of the lenders to the WCA Parties, there are no Liens on any personal property or assets owned by any Emerald Company (other than EWS with respect to its Gulf Coast Business).
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Related to Personal Property and Leases

  • Real Property and Leases (a) The Company and each of its subsidiaries has sufficient title to all of its real properties and assets to conduct its businesses as currently conducted or as contemplated to be conducted.

  • Property and Leases (a) The Company and the Company Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect.

  • 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.

  • Location of Real Property and Leased Premises (a) Schedule 3.20(a) lists completely and correctly as of the Closing Date all real property owned by the Borrower and the Subsidiaries and the addresses thereof. The Borrower and the Subsidiaries own in fee all the real property set forth on Schedule 3.20(a).

  • Personal Property 16 5.15 Significant Customers; Material Contracts and Commitments.......16 5.16

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

  • 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.

  • Property and Equipment (a) The Company has good and valid title to, or in the case of leased property has valid leasehold interests in, all property and assets (whether real or personal, tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date. None of such properties or assets is subject to any Liens, except:

  • Real Property Leases Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease:

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