Properties of the Business Sample Clauses

Properties of the Business. (a) Title to Assets and Related Matters. Except as set forth in Schedule 4.4(a), the Company or Sleepmaster, as the case shall be, has good and marketable title to all of the Company Assets, and on the Release Date the Company Assets shall be free and clear of all Liens, except such Liens which are set forth in Schedule 4.4(a). All property and assets (tangible and intangible) used or required by the Company or Sleepmaster in the conduct of the Business as presently conducted are owned by the Company or Sleepmaster, as the case may be, or licensed or leased to the Company or Sleepmaster, as the case may be, pursuant to a license or lease listed in Schedule 4.4(c), Schedule 4.4(d), Schedule 4.8 or Schedule 4.9. The Company Assets include all properties and assets (other than cash and cash equivalents) utilized in carrying on the operations of the Business in the Ordinary Course of Business.
Sample 1
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Properties of the Business. (a) Title to Transferred Assets and Related Matters. Except as set forth in Schedule 4.4(a) and except as described in (i) the IRB-Related Obligations (ii) in the Title Policy, (iii) with respect to Taxes not yet due, (iv) mechanic's, materialmen's and similar liens, (v) purchase money Liens and Liens securing rental payments under capital lease arrangements, (vi) Liens arising in the Ordinary Course of Business of PBBC, and (vii) the "Canal Issue" (as hereinafter described), PBBC has good title to, or a valid leasehold interest in, all of the Transferred Assets (except for such properties and assets within the definition of Transferred Assets disposed of in the Ordinary Course of Business since the date of this Agreement), and on the Closing Date the Transferred Assets shall be free and clear of all Liens, except such Liens which are set forth in Schedule 4.4(a) and except as described in (i) the IRB-Related Obligations (ii) in the Title Policy, (iii) with respect to Taxes not yet due, (iv) mechanic's, materialmen's and similar liens, (v) purchase money Liens and Liens securing rental payments under capital lease arrangements, (vi) Liens arising in the Ordinary Course of Business of PBBC, and (vii) the "Canal Issue." All property and assets (tangible and intangible) used by PBBC in the conduct of the Business as presently conducted are owned by PBBC or licensed or leased to PBBC pursuant to a license or lease listed in Schedule 4.4(c), Schedule 4.4(d), Schedule 4.8 or Schedule 4.9. The Transferred Assets include all properties and assets utilized in carrying on the operations of the Business in the Ordinary Course of Business except for the Unrestricted Cash utilized by PBBC in 28 conducting the Business before the Effective Time. For purposes of this Agreement, the Canal Issue shall refer to the following facts and circumstances: The owner of the 50 feet strip of real property to the north of the present Facility, which real property constitutes the south half of a drainage canal, has made claims in the past that PBBC has no right to outfall into the drainage canal. These claims were primarily made to the Palm Beach County, Florida, County Engineer at such time as PBBC was applying for a building permit for construction of its Facility. Palm Beach County, Florida agreed with PBBC's analysis and issued the Facility building permit and the Facility was constructed. Copies of pertinent correspondence are attached as Exhibit 4.4.
Sample 1

Related to Properties of the Business

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it or a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that could reasonably be expected to have a Material Adverse Effect.

  • Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens (including, without limitation, liens for Taxes), encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.

  • Properties and Assets Section 3.17 of the Empire Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire and its Subsidiaries; (ii) each real property lease, sublease or installment purchase arrangement to which Empire or any of its Subsidiaries is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire or any of its Subsidiaries is a party; and (iv) all items of Empire's or any of its Subsidiaries' tangible personal property and equipment with a net book value of $10,000 or more or having any annual lease payment of $10,000 or more. Except for (a) items reflected in Empire's consolidated financial statements as of December 31, 2001 referred to in Section 3.6 hereof, (b) exceptions to title that do not interfere materially with Empire's or any of its Subsidiaries' use and enjoyment of owned or leased real property (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against, (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 2001, and (e) items listed in Section 3.17 of the Empire Disclosure Schedule, Empire and its Subsidiaries have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. Empire and its Subsidiaries, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them. All properties and assets used by Empire and its Subsidiaries are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge of Empire, comply in all material respects with all Laws relating thereto now in effect. Empire and its Subsidiaries enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire or any of its Subsidiaries is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire nor any of its Subsidiaries is in material default with respect to any such lease, and there has occurred no default by Empire or any of its Subsidiaries or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of Empire, there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire or any of its Subsidiaries of any of the property owned, leased, or occupied by them.

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

  • Existence; Businesses and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Existence; Business and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary of the Borrower, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05, and except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; provided, that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries (except in each case as permitted under Section 6.05).

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • Business and Properties No business of any Loan Party or any of its Subsidiaries is affected by any fire, explosion, accident, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

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