Properties, etc. (a) Each of the Borrower and its Subsidiaries has good and defensible title to, or valid leasehold interests in, its Mortgaged Properties and its other material (individually or in the aggregate) Properties, free and clear of all Liens, and free and clear of all limitations and restrictions on, and consent requirements for, disposition or transfer, except as permitted pursuant to Section 7.2.3. Other than those Subsidiaries of the Borrower that are executing a Mortgage pursuant to this Agreement, no Subsidiary of the Borrower owns any real property. Except as set forth in Item 6.10 of the Disclosure Schedule, after giving full effect to the Permitted Liens, the Borrower owns the net interests in production attributable to the Hydrocarbon Interests that are Collateral and the ownership of such Properties shall not obligate the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each such Property.
(b) All leases and agreements necessary for the conduct of the business of the Borrower and its Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect the conduct of the business of the Borrower and its Subsidiaries.
(c) The rights, Mortgaged Properties and other assets currently owned, leased or licensed by the Borrower and its Subsidiaries, including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower and its Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Date.
(d) All of the assets and Properties of the Borrower and its Subsidiaries that are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards.
Properties, etc. The Seller's Disclosure Schedule lists all items of real property owned or leased by the Company. Except as otherwise set forth in the Seller's Disclosure Schedule, the Company has (a) good and valid title to the real property listed in the Seller's Disclosure Schedule as owned by it, (b) valid and subsisting leasehold estates in the real property listed in the Seller's Disclosure Schedule as leased by it, and (c) good and valid title to all of its tangible personal property reflected in the statement of net tangible assets in the Company's Interim Financial Statements dated October 31, 2004 (except for properties disposed of since such date in the ordinary course of the Company's Business), in each case subject to no mortgage, lien, charge, security interest, easement or encumbrance, except (i) mortgages, liens, charges, easements and other encumbrances specifically identified in the Seller's Disclosure Schedule, (ii) liens for taxes and assessments not due and payable, or which are being contested in good faith by appropriate proceedings, and (iii) statutory liens arising in the ordinary course of the Company's Business and which are not the result of any actual or claimed breach or failure to perform by the Company. With respect to each item of real property leased or subleased by the Company, except as set forth in the Seller's Disclosure Schedules: (a) the Company is in compliance in all material respects with such leases or sublease; (b) each lease or sublease is in full force and effect in accordance with its terms; (c) the Company has accepted complete possession of all of the leased or subleased properties, is the actual occupant in possession thereof and has not sublet or assigned or otherwise transferred all or any portion of the Company's leasehold interest in any of such properties; (d) all improvements to be constructed on or in such properties by the Company or the landlord thereof have been completed to the reasonable satisfaction of the Company or, to Seller's knowledge, the landlord, as the case may be, and have been accepted by the Company and any tenant construction allowances have been paid in full; (e) all material duties of an inducement nature required of the landlord under any lease or sublease have been fulfilled; (f) to the Seller's knowledge, all of the landlords' obligations which have accrued prior to the date hereof have been performed in all material respects; (g) there exists no breach or default, nor state of facts nor con...
Properties, etc. (a) As of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is owned or leased by any Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists. Each of the Loan Parties and each Subsidiary has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, free of all Liens other than those permitted by Section 6.02.
(b) Each Loan Party and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted, a correct and complete list of which, as of the date of this Agreement, is set forth on Schedule 3.05, and the use thereof by each Loan Party and each Subsidiary does not infringe in any material respect upon the rights of any other Person, and each Loan Party’s and each Subsidiary’ rights thereto are not subject to any licensing agreement or similar arrangement.
Properties, etc. (a) As of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is owned or leased by any Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists. Each of the Loan Parties and each Subsidiary has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, free of all Liens other than those permitted by Section 6.02.
(b) Each Loan Party and each Subsidiary owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property necessary to its business as currently conducted, a correct and complete list of which, as of the date of this Agreement, is set forth on Schedule 3.05, and the use thereof by each Loan Party and each Subsidiary does not infringe in any material respect upon the rights of any other Person, and each Loan Party’s and each Subsidiary’ rights thereto are not subject to any licensing agreement or similar arrangement. Schedule 3.05 is a correct and complete list of all trademarks, trade names, copyrights, patents and other intellectual property owned or licensed by the Loan Parties as of the date of this Agreement.
Properties, etc. (a) EACH OF THE BORROWER AND EACH SUBSIDIARY HAS GOOD AND MARKETABLE TITLE TO, OR VALID LEASEHOLD INTERESTS IN, ALL OF ITS PROPERTY, REAL AND PERSONAL, MATERIAL TO ITS BUSINESS, SUBJECT TO NO LIENS, EXCEPT PERMITTED LIENS AND EXCEPT FOR MINOR DEFECTS IN TITLE THAT DO NOT INTERFERE WITH ITS ABILITY TO CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED OR TO UTILIZE SUCH PROPERTIES FOR THEIR INTENDED PURPOSES.
(b) EACH OF THE BORROWER AND EACH SUBSIDIARY OWNS OR IS LICENSED TO USE ALL INTELLECTUAL PROPERTY MATERIAL TO ITS BUSINESS, AND THE USE THEREOF BY THE BORROWER OR ANY SUBSIDIARY DOES NOT CONFLICT WITH OR INFRINGE UPON THE VALID RIGHTS OF OTHERS, EXCEPT FOR ANY SUCH CONFLICTS OR INFRINGEMENTS THAT INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(c) No contract, lease or other agreement to which the Borrower or any Subsidiary is a party will lapse, be cancelled or otherwise terminate, which lapse, cancellation or termination, could reasonably be expected to result in a Material Adverse effect.
Properties, etc. (a) As of the date of this Agreement, Schedule 3.05 sets forth (i) the address of each parcel of real property that is owned or leased by the Loan Parties and (ii) the location of any tangible personal property of the Loan Parties located in the U.S., England or Wales with a fair market value in excess of the Dollar Amount of $250,000 (other than trade show booths and related assets, tangible personal property in transit or out for repair, held by sales representatives or customers or on consignment with third parties). On the Effective Date, each of such leases and subleases that is material to the business of such Loan Party is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists. On each date after the Effective Date, each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists, except where the failure to be valid and enforceable or the existence of such default, individually or in the aggregate, could not reasonably be expected to have a Material Credit Agreement (Orthofix), Page 53 Adverse Effect. Each Orthofix Entity has good and indefeasible title to, or valid leasehold interests in, all of its material real and personal property. The real and personal property of each Orthofix Entity is free of all Liens other than those permitted by Section 6.02.
(b) NeoMedics, Inc. owns no tangible or intangible personal or real property. The UK Borrower and each UK Subsidiary (unless such UK Subsidiary is a Loan Party and its assets are pledged as Collateral) is a holding company, owning no tangible or intangible personal or real property except the Equity Interests described on Schedule 3.15 and cash and assets incidental to conducting and facilitating intercompany lending and investments and activities related to the ownership of its Subsidiaries.
(c) Each Orthofix Entity owns, or is licensed to use, all material trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted. A correct and complete list of all registrations and applications of Material Intellectual Property owned by a Loan Party (including the title, counterparty and licensed Material Intellectual Property for any exclusive inbound written licenses to which any Loan Party is a party), as of the date of this Agreeme...
Properties, etc. (a) Each of the Loan Parties and each Subsidiary has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, free of all Liens other than those permitted by Section 6.02.
(b) Each Loan Party and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted. A correct and complete list of all trademarks, copyrights and patents owned by a Loan Party that are registered with the United States Patent and Trademark Office or United States Copyright Office, as applicable, as of the date of this Agreement, are set forth on Schedule 3.05. To the knowledge of the Loan Parties, the use of the intellectual property that is necessary to their business does not infringe upon the rights of any other Person, except as would not reasonably be expected to result in a Material Adverse Effect.
Properties, etc. The Seller’s Disclosure Schedule lists all items of real property owned or leased by the Company. Except as otherwise set forth in the Seller’s Disclosure Schedule, the Company has (i) good and valid title to the real property listed in the Seller’s Disclosure Schedule as owned by it, (ii) valid and subsisting leasehold estates in the real property listed in the Seller’s Disclosure Schedule as leased by it and (iii) good and valid title to all of its tangible personal property reflected in the Company’s Interim Financial Statements (except for properties disposed of since the date of the Company’s Interim Financial Statements in the ordinary course of the Business), in each case subject to no Encumbrances, except (x) Encumbrances specifically identified in the Seller’s Disclosure Schedule, and (y) Permitted Encumbrances.
Properties, etc. The Borrower has good and defensible title to its material (individually or in the aggregate) Properties, free and clear of all Liens, except Liens permitted by Section 7.2.
Properties, etc. (a) As of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is owned or leased by any Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists, except, in each case, where such invalidity, unenforceability, ineffectiveness or default, as applicable, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each of the Loan Parties and each Subsidiary has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, free of all Liens other than those permitted by Section 6.02 and minor defects of title that do not interfere with its business as currently conducted or the ability to utilize such properties for their intended purposes.
(b) Each Loan Party and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted, except for such trademarks, tradenames, copyrights, patents and other intellectual property the loss of which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. A correct and complete list of the registered trademarks, patents and copyrights, as of the date of this Agreement, that are owned by any Loan Party is set forth on Schedule 3.05, and the use thereof by each Loan Party and each Subsidiary does not infringe in any material respect upon the rights of any other Person, and each Loan Party’s and each Subsidiary’ rights thereto are not subject to any licensing agreement or similar arrangement.
