Property; Assets. (i) The Disclosure Letter sets forth a complete and accurate list of (i) all of the real property owned by the Company or a Subsidiary (the "Owned Real Property") and (ii) all of the real property leased or subleased by the Company or a Subsidiary from a third party requiring a payment in excess of Fifty Thousand United States Dollars (US$50,000) per year (the "Leased Real Property" and, together with the Owned Real Property, the "Real Property"). The Company or its Subsidiaries have (i) (A) good and marketable title to its interest in the applicable Owned Real Property and (B) a valid leasehold interest in the Leased Real Property as provided in the applicable lease agreements (the "Real Property Leases") and (ii) with respect to any other material property and assets, good and marketable title to its interest in such property and assets, in each case, free and clear of all Liens, except for (A) Liens, encumbrances, defects, exceptions, easements, rights of way, restrictions, covenants, claims or other similar charges listed or identified in the Disclosure Letter with respect to the applicable Real Property and (B) Liens, encumbrances, defects, easements, rights of way, restrictions, covenants, claims or other similar charges, whether or not of record, which do not, individually or in the aggregate, materially impact the use or operation of the Real Property in connection with the Telecommunications Business consistent with the current use thereof.
(ii) All of the Real Property, machinery, fixtures, vehicles, equipment and other personal property owned or leased by the Company or any Subsidiary is in satisfactory repair and operating condition, ordinary wear and tear excepted.
(iii) With respect to the Leased Real Property, neither the Company nor any of its Subsidiaries has received a written notice of (i) any monetary default or other material default thereunder or (ii) non-compliance with any Applicable Laws.
(iv) Neither the Company nor any Subsidiary has received any written notice from any Governmental Authority with respect to the Real Property of any violations of any Applicable Laws, which violation is not in the process of being cured or contested in good faith
Property; Assets. Seller represents and warrants that the Partnership is the fee simple owner of the real property listed in the legal descriptions in Exhibit A (the “Property”).
Property; Assets. You acknowledge and agree that Provider and/or its Third-Party Suppliers own all proprietary rights, including Intellectual Property Rights, in and to the Property Assets. You shall not, directly or indirectly: (i) sell, rent, lease, encumber, host, copy, license, publish, display, distribute, or otherwise transfer or make any Service or Property Assets available to a third party, except as expressly permitted by the Agreement; (ii) disclose any Property Assets to a third party (except for marketing materials that are intended to be distributed); (iii) alter, or permit the alteration of any Property Assets (except for marketing materials that are intended to be distributed);
Property; Assets. (a) None of the PGH Subsidiaries owns any real property. Schedule 3.10 lists all items of personal property owned by the PGH Subsidiaries that individually have a value in excess of $10,000, and all items of computer software owned by the PGH Subsidiaries (collectively, the "OWNED PERSONAL PROPERTY") and all items of real property and personal property leased by the PGH Subsidiaries subject to a lease with a term in excess of one year or 44 52 annual payments in excess of $1,000, and all items of computer software licensed by or for the PGH Subsidiaries (the "LEASED REAL PROPERTY" and, collectively, the "LEASED PERSONAL PROPERTY," respectively). Except as set forth in Schedule 3.10, the PGH Subsidiaries have legal and beneficial ownership of all the Owned Personal Property listed on Schedule 3.10 and valid leasehold interests in the Leased Real Property and the Leased Personal Property listed on Schedule 3.10, in each case, free and clear of all Liens, except as set forth on Schedule 3.10 and except for Permitted Liens. Except as set forth on Schedule 3.10, the Owned Personal Property, the Leased Real Property and the Leased Personal Property, together with the PGH Business Assets and the property to be provided for use by the PGH Subsidiaries pursuant to the Transition Services Agreement, constitute all of the property necessary (other than Permits) to conduct the PGH Business as currently conducted, that individually have a value in excess of $10,000 (except items of computer software).
(b) Each lease (including any option to purchase contained therein) pursuant to which any of the PGH Subsidiaries lease any Leased Real Property or Leased Personal Property is listed on Schedule 3.10 (the "LEASES") and is in full force and effect. There exists no material default or event of default (or any event that with notice or lapse of time or both would become a material default) on the part of any of the PGH Subsidiaries under any of the Leases or, to the Knowledge of PGH, any other party to the Leases.
Property; Assets. You acknowledge and agree that Provider and/or its Third-Party Suppliers own all proprietary rights, including Intellectual Property Rights, in and to the Property Assets. You shall not, directly or indirectly:
(i) use, sell, rent, lease, encumber, host, copy, license, publish, display, distribute, or otherwise transfer or make any Service or Property Assets available to a third party, except as expressly permitted by the Agreement; (ii) make the Services available on a time share or service bureau basis, or distribute them as part of an OEM or other similar arrangement; (iii) disclose any Property Assets to a third party; (iv) alter, or permit the alteration of any Property Assets; ; (v) modify, reprogram, translate, disassemble, decompile, reverse engineer or otherwise attempt to derive source code from any Property Assets; (vi) remove, modify or obscure any copyright, Xxxx or other proprietary rights notices that appear on any Property Assets; (vii) acquire or seek to acquire any ownership interest in or to any Property Assets; (viii) knowingly take any action that jeopardizes Provider’s or its Third-Party Suppliers’ proprietary rights in any Property Asset; (ix) create any derivative works from any software made available as part of the Services or attempt to inspire Yourself from the source code or from the software architecture to develop a competing offering. Except as expressly provided herein, nothing in the Agreement shall be interpreted as granting You or any other person or entity, any right, title, or interest in or to the Services or Property Assets. You shall ensure that End Users comply at all times with the terms of this Section 4, and more generally this Agreement, and You shall prevent any unauthorized distribution, copying, use or pirating of the Property Assets. You are liable to Provider for any breach of this Agreement (including of this Section 4) by You or by any End User.
Property; Assets. The Acquired Corporations (i) have good and valid title to all property that is reflected in the latest audited financial statements included in the Filed Company SEC Reports as being owned by the Acquired Corporations or acquired after the date thereof (except for property sold or otherwise disposed of in the Ordinary Course of Business since the date thereof), free and clear of all Encumbrances except such imperfections or irregularities of title or Encumbrances as do not affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, in either case in such a manner as to have a Material Adverse Effect on the Acquired Corporations, taken as a whole, and (ii) are collectively the lessee of all property that is reflected as leased in the latest audited financial statements included in the Company SEC Reports (or on the books and records of the Company as of the date thereof) or acquired after the date thereof (except for leases that have expired by their terms) and are in possession of the properties purported to be leased thereunder, and each such lease is valid and in full force and effect without default thereunder by the lessee or, to the Knowledge of the Company, the lessor, other than defaults that would not have a Material EXECUTION COPY Adverse Effect on the Acquired Corporations, taken as a whole. For the avoidance of doubt, the representations and warranties set forth in this Section 2.6 do not apply to Proprietary Rights, which matters are specifically addressed in Section 2.8.
Property; Assets. Parent and its Subsidiaries (i) have good and valid title to all property that is reflected in the latest audited financial statements included in the Parent SEC Reports as being owned by Parent or any of its Subsidiaries or acquired after the date thereof (except for property sold or otherwise disposed of in the Ordinary Course of Business since the date thereof), and (ii) are collectively the lessee of all property which are reflected as leased in the latest audited financial statements included in the Parent SEC Reports (or on the books and records of Parent as of the date thereof) or acquired after the date thereof (except for leases that have expired by their terms) and are in possession of the properties purported to be leased thereunder, and each such lease is valid and in full force and effect without default thereunder by the lessee or, to the Knowledge of Parent, the lessor, other than defaults that would not reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole. For the avoidance of doubt, the representations and warranties set forth in this Section 3.8 do not apply to Proprietary Rights, which matters are specifically addressed in Section 3.9.
Property; Assets. CMI is the legal and beneficial owner of the properties and assets described as being owned by it in the CMI Public Disclosure with good and marketable title thereto free and clear of material encumbrances, except as disclosed in the CMI Public Disclosure, with good and marketable title thereto free and clear of any material covenant, condition or restriction on sale or other disposition, lien, charge, security interest or other encumbrance of any kind or nature whatsoever, except as disclosed in the CMI Public Disclosure. CMI does not own or lease any real property.
Property; Assets. Genterra is the legal and beneficial owner of the properties and assets described as being owned by it in the Genterra Public Disclosure with good and marketable title thereto free and clear of material encumbrances, except as disclosed in the Genterra Public Disclosure, with good and marketable title thereto free and clear of any material covenant, condition or restriction on sale or other disposition, lien, charge, security interest or other encumbrance of any kind or nature whatsoever, except as disclosed in the Genterra Public Disclosure.
Property; Assets. (a) The Company or one of its Subsidiaries is the record and beneficial owner of the real property more particularly described on Section 3.15(a) of the Company Disclosure Letter (the “Owned Real Property”) and has good and marketable title to the Owned Real Property free and clear of all Liens (other than Permitted Encumbrances). The Company has no written notice (i) of any zoning violations with respect to the Owned Real Property, or (ii) of any other violations of applicable law relating to the Owned Real Property, which, in either case, could reasonably be expected to have an adverse impact on the transactions contemplated hereby or the Owned Real Property. There are no parties (other than the Company) in possession of the Owned Real Property.
(b) The Company or one of its Subsidiaries has a good and valid leasehold interest in each Company Lease, free and clear of all Liens (other than Permitted Encumbrances). The Company has delivered true, correct and complete copies of the Company Leases to Parent, and none of the same have been amended except pursuant to a written document delivered to Parent. Each of the Company Leases is in full force and effect, and constitutes the legal, valid and binding obligation of the Company, and, to the Knowledge of the Company, the lessor thereunder, enforceable against such parties in accordance with its terms, except to the extent that enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws presently or hereinafter in effect relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity. There is no uncured default, event of default or breach by the less under the Company Leases and no facts or circumstances exist that, with the passage of time or giving of notice, will or could constitute a default, event of default or breach under the Company Leases. No lessor under the Company Leases has asserted any claim that the Company is in default of any obligations under the Company Leases. Each of the Company and, to the Knowledge of the Company, the lessor thereunder has not received notice of any pending or threatened condemnation proceedings, lawsuits, or other administrative actions relating to the real property leased pursuant to the Company Leases. Each of the Company and, to the Knowledge of the Company, the lessor thereunder, has not received written notice (i) of any zoning violations with respect to the Company Leases, or (ii) of any othe...
