Properties; Sufficiency of Assets Sample Clauses

Properties; Sufficiency of Assets. (a) The Company and each of its Subsidiaries have good and indefeasible title to, or in the case of leased or licensed property valid leasehold or licensed 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, except properties and assets, or interests in properties or assets, sold or otherwise disposed of since the Balance Sheet Date in the Ordinary Course. None of such property or assets is subject to any Liens, except for Permitted Liens. (b) Neither the Company nor any of its Subsidiaries owns or has never owned any Company Real Property. Schedule 4.16(b) sets forth a list of all Company Real Property, including real property leased or otherwise used by the Company or any of its Subsidiaries (the “Leased Real Property”). All leases of the Leased Real Property are valid, binding, and enforceable in accordance with their respective terms (subject to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunction relief and other equitable remedies) and the Company or such Subsidiary is a tenant or possessor in good standing thereunder and all rents due under such leases have been paid. There does not exist under any such lease any default or, to the knowledge of the Company, any event which with notice or lapse of time, or both, would reasonably be expected to constitute a default under the leases with respect to the Leased Real Property. The Company and each of its Subsidiaries are each in peaceful and undisturbed possession of the space and/or estate under each of their respective leases to which it is a tenant and has good and valid rights of ingress to and egress from all such Leased Real Property and to the public street systems for all usual street, road, and utility purposes. None of the Company, any of its Subsidiaries nor any of their Affiliates is a landlord under any lease relating to Leased Real Property. None of the Company or any of its Subsidiaries has received any notice of any violation with respect to any applicable Law relating to or affecting the Leased Real Property. None of the Company or any of its Subsidiaries has received any notice of any appropriation, condemnation, or like proceeding, or of any violation of any applicable zoning Law or Order relating to or affecting the Leased Real Property, and to the kno...

Properties; Sufficiency of Assets. (a) Except as would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Material Adverse Effect, Exxxxxx and its Subsidiaries have, and after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Subsidiaries will have, good title to, or valid leasehold interests in, (i) all property and assets reflected on the Echo Business Balance Sheet or acquired after the Echo Business Balance Sheet Date, except as have been disposed of since the Echo Business Balance Sheet Date in the ordinary course of business consistent with past practice, and (ii) after giving effect to the Pre-Closing Restructuring, all Exxxxxx Contributed Assets shall be free and clear of all Liens, except Permitted Liens. (b) Except as would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Material Adverse Effect, (i) each Lease under which Exxxxxx or any of its Subsidiaries leases, subleases, licenses, uses, occupies or has any interest in any real property held by an Exxxxxx Contributed Subsidiary after giving effect to the Pre-Closing Restructuring is valid and in full force and effect and free and clear of all Liens, except Permitted Liens; and (ii) neither Exxxxxx nor any of its Subsidiaries, nor to Exxxxxx’x knowledge any other party to any such Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of any such Lease, and neither Exxxxxx nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any such Lease. (c) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Echo Business, neither Exxxxxx nor any of its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy all or a portion of any real property in which Newco, Merger Subsidiary or an Exxxxxx Contributed Subsidiary (after giving effect to the Pre-Closing Restructuring) holds a real property interest (other than any such interests provided pursuant to the Ancillary Agreements). (d) The properties and assets of Newco, Merger Subsidiary and the Exxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Assets, and taking into account any property and services to be provided under the Ancillary Agreements and the Intellectual Property licensed under Section ‎...

Properties; Sufficiency of Assets. 3.14.1 The Company does not own or has never owned any real property. Schedule 3.14.1 sets forth a list of all Company Real Property, including all real property leased or for which the Company holds a possessory interest (the “Leased Real Property”). All leases of Leased Real Property are valid, binding, and enforceable in accordance with their respective terms against the Company and, to the knowledge of the Company against each other party thereto, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. All rents currently due under such leases have been paid under each lease of Leased Real Property to which the Company is a party. There does not exist under any such lease any default on the part of the Company, or to the Company’s knowledge, any other party thereto, or to the Company’s knowledge any event which with notice or lapse of time or both would constitute a default. The Company is in peaceful and undisturbed possession of the space and/or estate under each lease of which it is a tenant and has sufficient rights of ingress and egress to and from all such Leased Real Property and to the public street systems for all usual street, road and utility purposes currently required by the Company. No Equityholder or Affiliate of an Equityholder is a landlord under any lease relating to Leased Real Property. The Company has not received any written notice of any appropriation, condemnation, or like proceeding affecting the Leased Real Property, or of any violation of any applicable zoning Law or Order relating to or affecting the Leased Real Property, and to the knowledge of the Company, no such proceeding has been threatened or commenced. The Company Real Property constitutes all real property, buildings and other improvements necessary for the Company to conduct the business as currently conducted. Except as disclosed on Schedule 3.14.1, to the knowledge of the Company, no person or improvement is encroaching upon any of the Company Real Property, and none of the activities of the Company on the Company Real Property or any of the improvements thereon are encroaching upon the property of others or easements or rights-of-way in favor of others. 3.14.2 The assets owned or leased by the Company (including real, personal, tangible, and intangible property), or that the Company has or will have ...

Properties; Sufficiency of Assets. (a) LTC has good title to, or in the case of leased property has valid leasehold interests in, the property and assets of LTC (whether real or personal, tangible or intangible) reflected in the LTC's Public Documents or acquired after the date thereof, free and clear of all Liens, except for Permitted Liens. (b) Schedule 3.15 sets forth a list of all real property assets owned or leased ("Real Property") by LTC. All leases for Real Property are valid and binding agreements of LTC and, to the knowledge of LTC, each other party thereto, enforceable in accordance with their respective terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. LTC is a tenant or possessor in good standing thereunder and all rents due under such leases have been paid. (c) The assets of LTC constitute all of the assets used or held for use in connection with the Business and are adequate to conduct the Business as currently conducted.

Properties; Sufficiency of Assets. (a) Except as disclosed in SCHEDULE 3.1.15(a) and for inventory disposed of in the Ordinary Course of Business, the Company and the Partnership have good title to, or in the case of leased property have valid leasehold interests in, all property and assets (whether real or personal, tangible or intangible) reflected in the Reviewed Balance Sheet or acquired after the Balance Sheet Date. None of such property or assets is subject to any Liens, except for (i) Liens disclosed in the Reviewed Balance Sheet or incurred after the date thereof in the Ordinary Course of Business; (ii) Liens for Taxes not yet due or being contested in good faith; and (iii) Permitted Liens. (b) SCHEDULE 3.1.15(b) sets forth a list of all real property assets owned or leased by the Company ("REAL PROPERTY"). All such leases of real property are valid, binding and enforceable in accordance with their respective terms and the Company is a tenant or possessor in good standing under all such leases of real property and all rents due under such leases have been paid. There does not exist under any such lease any default or any event which with notice or lapse of time or both would constitute a default. The Company is in peaceful and undisturbed possession of the space and/or estate under each lease of which it is a tenant and has good and valid rights of ingress and egress to and from all the Real Property from and to the public street systems for all usual street, road and utility purposes. Neither the Company nor any Shareholder has received any notice of any appropriation, condemnation or like proceeding, or of any violation of any applicable zoning Law or Order relating to or affecting the Real Property, and to the Company's and each Shareholder's knowledge, no such proceeding has been threatened or commenced. (c) The assets owned or leased by each of the Company and the Partnership (including, real, personal, tangible and intangible property), or which it otherwise has the right to use (including, real, personal, tangible and intangible property), constitute all of the assets held for use or used in connection with the business of the Company and the Partnership and are in good operating condition and repair (normal wear and tear excepted) and are adequate to conduct such businesses as currently conducted.

Properties; Sufficiency of Assets. (a) With the exception of properties disposed of in the ordinary course of business since the date of the Target Balance Sheet, the Company has (or will have prior to the Closing Date) good title to, or holds (or will hold) by valid and existing lease or License, all real and tangible personal property constituting Assets, free and clear of all Liens except, in the case of real property only, Permitted Liens. (b) Except for (i) the Excluded Assets, (ii) assets disposed of by Raytheon prior to the date of the Target Balance Sheet, (iii) assets disposed of in the ordinary course of business since the date of the Target Balance Sheet and (iv) Intellectual Property constituting Assets, the Assets constitute or will constitute as of the Closing Date all of the assets used for the purpose of conducting the Semiconductor Division Business. The Company has not conducted and does not conduct any operations other than with respect to the Semiconductor Division Business. (c) The Assets do not include any ownership interest in a corporation or partnership (or other entity treated as a corporation or partnership for U.S. income tax purposes) or in any debt or equity security of any other person or entity. (d) The Assets have been or are currently in use in connection with the Semiconductor Division Business.

Properties; Sufficiency of Assets. Seller does not own and has not owned any real property or improvements (“Real Property”). Seller is in peaceful and undisturbed possession of the space and/or estate under each lease of which it is a tenant and has good and valid rights of ingress and egress to and from all such leased Real Property and to the public street systems for all usual street, road and utility purposes. The Assets owned or leased by Seller (including real, personal, tangible, and intangible property) constitute all of the assets held for use or used in connection with the Business and are sufficient to conduct the business of Seller as presently conducted. Seller has good and marketable title to all of the Assets free and clear of all Encumbrances except as specifically disclosed on Schedule 3.19. All machinery and equipment owned or leased by Seller are in good operating condition and state of repair, subject only to ordinary wear and tear which is not such as to affect adversely the operation of the Business as presently conducted.

Properties; Sufficiency of Assets. (a) Each of the Acquired Companies has good and valid title to, or in the case of leased property and assets, has valid leasehold interests in, all material tangible property and assets (whether real, personal or mixed) used or leased for use by such Acquired Company in connection with the conduct of its business. None of such property or assets is subject to any Lien, except for the Permitted Liens. (b) All leases of such real property and personal property are in good standing and, subject to proper authorization and execution of such lease by the other party thereto and the application of any bankruptcy or creditor’ s rights Laws, are valid, binding and enforceable in accordance with their respective terms, and there does not exist under any such lease any material default or, to the Knowledge of the Company, any event which with notice or lapse of time or both would constitute a material default. (c) The property and assets owned or leased by the Acquired Companies, or which they otherwise have the right to use, constitute all of the material property and assets used or held for use in connection with the businesses of the Acquired Companies and are adequate to conduct such business in all material respects as currently conducted.

Properties; Sufficiency of Assets. (a) Except as set forth on Section 3.14(a) of the Company Disclosure Schedules, the Company or a subsidiary of the Company owns and has good and valid title to, or holds valid rights to lease or otherwise use, all items of real and personal property that are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects, and imperfections of title (“Liens”) (except in all cases for (A) Liens permissible under any applicable loan agreements and indentures, (B) statutory liens securing payments not yet due, (C) such imperfections or irregularities of title, Liens, charges, easements, covenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties; easements, rights of way, options, reservations or other similar matters or restrictions or exclusions which would be shown by a current title report or other similar report; and any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection, (D) encumbrances for current Taxes or other governmental charges not yet due and payable or for Taxes that are being contested in good faith by appropriate proceeding and for which adequate reserves have been provided, (E) pledges or deposits made in the ordinary course of business to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or similar legislation or to secure public or statutory obligations, (F) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business, and (G) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company) (items in clauses (A) through (G) are referred to herein as “Permitted Liens”). Neither the Company nor any subsidiary of the Company owns any real property. (b) Section 3.14(b) of the Company Disclosure Schedule sets forth a list of all personal property (including equipment) that is material to the business that is owned or leased by the Company or any of its Subsidiaries. The assets owned or leased by the Company or its subsidiaries (including real, personal, tangible, and intangible property), or that...

Properties; Sufficiency of Assets. The Company and its Subsidiaries have good and marketable title to, or an adequate leasehold interest in or license to, the tangible or intangible properties currently used and material to conduct their business or operations, free and clear of all Liens (other than Permitted Liens). The tangible property material to the business or operations of the Company and its Subsidiaries is, when taken as a whole, in good operating condition and repair in all material respects (normal wear and tear excepted). Immediately after giving effect to the Closing, the assets and properties of the Company and its Subsidiaries will be sufficient to enable the Company and its Subsidiaries to continue, following the Closing Date, to conduct the business and operations of the Company and its Subsidiaries in all material respects in the ordinary course of business consistent with past practice as it is being conducted on the date of this Agreement.