Properties and Related Matters. (a) Seller does not own any real property that is used in the operation of the Business. Seller leases or subleases all real property used exclusively in the Business. Section 3.8(a) of the Company Letter describes, as of the date hereof, all such real property leased or subleased by Seller that may be leased or subleased by Buyer upon the Closing Date (the "REAL PROPERTY"), specifying the street address of each property, the name of the lessor or sublessor, the lease term and basic annual rent and sets forth a true and complete list of all leases and subleases relating to the Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates). With respect to each of such leases and subleases, except as set forth in Section 3.8(a) of the Company Letter, Seller has not exercised or given any notice of exercise, nor has any lessor or landlord exercised or received any notice of exercise by a lessor or landlord of, any option, right of first offer or right of first refusal contained in any such lease or sublease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, "OPTIONS").
(b) Except as set forth in Section 3.8(b) of the Company Letter, each lease or sublease listed in Section 3.8(a) of the Company Letter: (i) is valid and binding on the parties thereto and is in full force and effect, (ii) is freely and fully assignable to Buyer without penalty or other adverse consequences, and (iii) upon consummation of the transactions contemplated by this Agreement shall be in full force and effect without penalty or other adverse consequence. To its Knowledge, Seller is not in breach of, or default under, any lease or sublease listed in Section 3.8(a) of the Company Letter.
(c) Seller is in peaceful and undisturbed possession of each parcel of Real Property, and, to Seller's Knowledge, there are no contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used. All existing water, sewer, steam, gas, electricity, telephone, cable, fiber optic...
Properties and Related Matters. Except as may be reflected in the Opticon Financial Statements and except for any lien for current taxes not yet delinquent, Opticon has good title free and clear of any material liens, claims, charges, options, encumbrances, or similar restrictions to all the personal property reflected in Opticon's balance sheet as of December 31, 1998, and all personal property acquired since that date, except such personal property as has been disposed of in the ordinary course of business. All leases of real property and all other leases material to Opticon pursuant to which Opticon, as lessee, leases real or personal property, which leases are described on Schedule 3.22, are, to the knowledge of Opticon, valid and effective in accordance with their respective terms, and there is not, under any such lease, any material existing default by Opticon or any event which, with notice or lapse of time or both, constitute such a material default.
Properties and Related Matters. Neither Parent nor the Merger Subsidiary owns or leases any real property.
Properties and Related Matters. Neither Parent nor the Merger Subsidiary owns any real property. Except as may be reflected in the Parent Financial Statements and except for any lien for current taxes not yet delinquent, Parent has good title free and clear of any material liens, claims, charges, options, encumbrances, or similar restrictions to all the personal property reflected in Parent's balance sheet as of December 31, 1999, and all personal property acquired since that date, except such personal property as has been disposed of in the Ordinary Course of Business. All leases of real property and all other leases material to Parent pursuant to which Parent, as lessee, leases real or personal property, which leases are described on Schedule 4.20, are valid and effective in accordance with their respective terms, and there is not, under any such lease, any material existing default by Parent or any event which, with notice or lapse of time or both, constitute such a material default. Substantially all of Parent's building and equipment have been well maintained and are in good and serviceable condition, reasonable wear and tear accepted.
Properties and Related Matters. 15 3.23 Insurance......................................................................................15 3.24 Material Interests of Certain Persons..........................................................15 3.25
Properties and Related Matters. Neither Cal Pro nor the Merger Subsidiary owns any real property.
Properties and Related Matters. 19 Section 3.9 Enterprise Management Solution Identification; Ownership..
Properties and Related Matters. Except as may be reflected in the FBMS Financial Statements and except for any lien for current taxes not yet delinquent, FBMS and each FBMS Subsidiary have good title free and clear of any material liens, claims, charges, options, encumbrances, or similar restrictions to all the real and personal property reflected in FBMS' balance sheet as of December 31, 1998, and all real and personal property acquired since that date, except such real and personal property as has been disposed of in the ordinary course of business. All leases of real property and all other leases material to FBMS or any FBMS Subsidiary pursuant to which FBMS or such FBMS Subsidiary, as lessee, leases real or personal property, which leases are described on Schedule 3.23, are valid and effective in accordance with their respective terms, and there is not, under any such lease, any material existing default by FBMS or any FBMS Subsidiary or any event which, with notice or lapse of time or both, constitute such a material default. Substantially all FBMS' and each FBMS' Subsidiary's buildings and equipment regular use have been well maintained and are in good and serviceable condition, reasonable wear and tear accepted.
Properties and Related Matters. Neither Equitex nor the Merger Subsidiary owns any real property.
Properties and Related Matters. Except as may be reflected in the Nova Financial Statements and except for any lien for current taxes not yet delinquent, Nova has good title free and clear of any material liens, claims, charges, options, encumbrances, or similar restrictions to all the real and personal property reflected in Nova's balance sheet as of December 31, 1999, and all real and personal property acquired since that date, except such real and personal property as has been disposed of in the Ordinary Course of Business. All leases of real property and all other leases material to Nova pursuant to which Nova, as lessee, leases real or personal property, which leases are described on Schedule 3.23, are valid and effective in accordance with their respective terms, and there is not, under any such lease, any material existing default by Nova or any event which, with notice or lapse of time or both, constitute such a material default. Substantially all of Nova's buildings and equipment have been well maintained and are in good and serviceable condition, reasonable wear and tear accepted.
