Real and Personal Property Sample Clauses

Real and Personal Property. (a) Section 3.16(a) of the Company Disclosure Letter sets forth a correct and complete list of all real property owned by the Company or any Company Subsidiary as of the date of this Agreement. Each of the Company and each Company Subsidiary has good, valid and marketable fee title to, or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible properties and assets except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially decrease the value of such properties and assets or materially interfere with its ability to conduct its business as currently conducted. All such assets and properties, other than assets and properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all Liens except for Permitted Liens. (b) Section 3.16(b) of the Company Disclosure Letter sets forth a correct and complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary (other than SpinCo and its Subsidiaries) leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements) (the “Company Leased Real Property”) as of the date of this Agreement. The Company has provided Parent a correct and complete copy of each such Lease, and all amendments thereto. (c) The Company and each Company Subsidiary, as applicable, have valid leasehold or sublease interests in all of the Company Leased Real Property, free and clear of all Liens, other than Permitted Liens. The Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property in all material respects, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases. (d) Each Lease for any Company Leased Real Property is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto. (e) Neither the Company nor any Company Subsidiary has received any written communication from, or delivered any written communication to, any other party to a Le...
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Real and Personal Property. The Company has good and marketable title to, or has valid rights to lease or otherwise use, all items of real and personal property that are material to the business of the Company free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use of such property by the Company or (ii) would not reasonably be expected to have a Material Adverse Effect.
Real and Personal Property. 5.5.1. Except as has not had and would not reasonably be expected to have a Material Adverse Effect, each of the Steel Heddle Companies has valid title to all of its material personal property, and such material personal property is not subject to any Lien except as set forth on Schedule 5. 5.1. Except as has not had and would not reasonably be expected to have a Material Adverse Effect, (i) all material leases and licensing agreements for personal property ("Personalty Leases") leased or licensed by any of the Steel Heddle Companies are valid and in full force; (ii) the Steel Heddle Companies have performed in all material respects all obligations required to be performed by them under such Personalty Leases; and (iii) no event or condition exists which constitutes or, with the giving of notice or the passage of time or both, would constitute a material default by any of the Steel Heddle Companies as lessee or licensee under such Personalty Leases. (a) Attached as Schedule 5.5.2 is the address and legal description of all real property owned by the Company or any Subsidiary (the "Owned Real Property"). The Company or its applicable Subsidiary has good and marketable title in and to all of the Owned Real Property subject to no Liens, or other licences, material encroachments, encumbrances or other defects in title (collectively, the "Real Property Liens") except for those listed on Schedule 5.5.2(a). (b) Attached as Schedule 5.5.2(b) is a list of all leases, subleases and other occupancy agreements, including all amendments, extensions and other modifications (the "Leases") relating to the lease or sublease of real property to, or the occupancy of any real property by, any Steel Heddle Company (the "Leased Real Property"; the Owned Real Property and the Leased Real Property are collectively referred to herein as the "Real Property") to which the Company or any Subsidiary is a party. Except as has not had and would not reasonably be expected to have a Material Adverse Effect, (i) all Leases to the Steel Heddle Companies are valid and in full force and effect; (ii) the Steel Heddle Companies have performed in all material respects all obligations required to be performed by them under such Leases; and (iii) no event or condition exists which constitutes or, with the giving of notice or passage of time or both, would constitute a material default by any of the Steel Heddle Companies as lessee under such Lease.
Real and Personal Property. (a) Section 6.15(a) of the Parent Disclosure Letter sets forth a true and complete list, as of the date hereof, of all real property and interests in real property owned by Parent or any Parent Subsidiary (collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As of the date hereof, (i) Parent or a Parent Subsidiary has good and insurable fee simple title to all Parent Owned Real Property, in each case free and clear of all Liens other than (A) Liens securing indebtedness reflected in the Parent Financial Statements, (B) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property as it is presently used or intended to be used in connection with the Parent Business, (C) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent or which are being contested in good faith and for which adequate reserves have been created in accordance with GAAP, (D) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in the ordinary course of business and (E) Liens which would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the use of such assets as they are presently used or intended to be used in connection with the Parent Business (the items in clauses (A) through (E), collectively, “Parent Permitted Liens”) and (ii) there are no reversion rights, outstanding options or rights of first refusal in favor of any other Person to purchase, lease, occupy or otherwise utilize the Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the use of such Parent Owned Real Property as it is presently used or intended to be used in connection with the Parent Business. To the knowledge of Parent, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against...
Real and Personal Property. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property which 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, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Real and Personal Property. 11 Section 3.16
Real and Personal Property. The COMPANY has delivered to URSI an accurate list (Schedule 5.14) of (x) all real and personal property included (or that will be included) on the balance sheet of the COMPANY, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,500, including in the case of (z) true, complete and correct copies of all such leases and including in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by STOCKHOLDERS or business or personal affiliates of the COMPANY or STOCKHOLDERS. Except as shown on Schedule 5.14, all of the trucks and other material machinery and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 are in good working order and condition, ordinary wear and tear excepted. All leases set forth on Schedule 5.14 are in full force and effect and constitute valid and binding agreements on the COMPANY (or a COMPANY Subsidiary, as applicable), and to the knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successors) thereto in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated on Schedule 5.14. Schedule 5.14 shall, without limitation, contain true, complete and correct copies of all title reports and title insurance policies received or owned by the COMPANY or the COMPANY's Subsidiaries. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital...
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Real and Personal Property. The price of the real property items and services is valued at 94% of the total Service Agreement price and the price of the personal property items and services is valued at 6% of the total Service Agreement price.
Real and Personal Property. (a) Neither the Company nor any of the Company Subsidiaries owns any real property. All of the real property leased by the Company or any of the Company Subsidiaries is identified in Section 4.17(a) of the Company Disclosure Letter (the “Company Leased Real Property”). The Company and the Company Subsidiaries have valid leasehold interests in all real properties used or occupied by them except for such as are no longer used or useful in the conduct of its businesses. None of the Company or any of the Company Subsidiaries has an option to purchase any real property. (i) All leases of the Company Leased Real Property are identified in Section 4.17(a)(i) of the Company Disclosure Letter, and true and complete copies thereof have been delivered to Parent. Each of such leases has been duly authorized and executed by the Company or the Company Subsidiary party thereto, is in full force and effect and constitutes the legal, valid and binding obligation of the Company or the Company Subsidiary party thereto, and is enforceable in accordance with its respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity and except as has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company or the Company Subsidiary party thereto has not received notice of any default under any of said leases, nor, to the Knowledge of the Company, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default, other than such default as has not had and would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, the other party to each of said leases is not in default under any of said leases and there is no event which, with notice or the passage of time, or both, would give rise to such a default. (ii) Except as set forth in Section 4.17(a)(ii) of the Company Disclosure Letter, all premises constituting a part of the Company Leased Real Property are in good operating condition and repair and there are no material defects in the physical condition, normal wear and tear excepted, of any land, buildings or improvements constituting part of the Company Leased Real Property that would materially impair the usefulness of such Property for its current purposes. ...
Real and Personal Property. The Company does not own any real property; the property described in the Registration Statement, the General Disclosure Package and the Prospectus as being available for use by the Company is available for use thereby under a valid agreement enforceable by the Company.
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