Real and Personal Property; Inventories Sample Clauses

Real and Personal Property; Inventories. The Disclosure Schedule correctly identifies each lease of real property held by Clear Software. No claims, charges or notice of violations have been filed, served, made or threatened, orally or in writing, against or relating to any such property or any of the operations conducted at any property leased by Clear Software. Clear Software owns no real property. The Disclosure Schedule describes all material tangible or intangible personal property and assets of Clear Software. The tangible personal property and assets are generally in good working order or condition, reasonable wear and tear excepted. Clear Software has good and marketable title to, and is in possession of or has control over, all of its personal property, none of which is held under or subject to any mortgage, pledge, lien, lease, encumbrance, conditional sales contract or other security arrangement ("Liens") except for Taxes (as defined below) not yet due (such Liens for Taxes and the amounts, if known, listed on the Disclosure Schedule). The inventories of Clear Software are in good and merchantable condition and are of a quality suitable and usable or saleable in the ordinary course of business for the purposes for which such inventories are intended. The inventory is adequate for Clear Software's businesses and there has been no material adverse change in such inventories since December 31, 1995.
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Real and Personal Property; Inventories. Schedule 5.11(a) hereto correctly identifies (i) each lease or rental of real property held or paid by each of Quantime and Subsidiary; and (ii) each parcel of real property, and each interest (other than such leases or rentals) in real property, owned by or used in the operations of the businesses of each of Quantime and Subsidiary; and (iii) all charges against such properties together with the principal and interest outstanding, it being hereby confirmed that Quantime and Subsidiary have complied in all material respects with the terms of the charges; and (iv) as to such real property, all charges or leases or rentals the benefit of which is vested in Quantime or Subsidiary, detailing the principal and interest (in respect of charges) and the rents receivable (in respect of leases), it being hereby confirmed that the tenant, lessee or mortgagor has complied in all material
Sample 1
Real and Personal Property; Inventories. Schedule 5.11(a) hereto correctly identifies (i) each lease or rental of real property held or paid by each of Quantime and Subsidiary; and (ii) each parcel of real property, and each interest (other than such leases or rentals) in real property, owned by or used in the operations of the businesses of each of Quantime and Subsidiary; and (iii) all charges against such properties together with the principal and interest outstanding, it being hereby confirmed that Quantime and Subsidiary have complied in all material respects with the terms of the charges; and (iv) as to such real property, all charges or leases or rentals the benefit of which is vested in Quantime or Subsidiary, detailing the principal and interest (in respect of charges) and the rents receivable (in respect of leases), it being hereby confirmed that the tenant, lessee or mortgagor has complied in all material respects to date with the terms of the mortgage deed, rental agreement or lease (as appropriate) and has not alleged any breach by Quantime or Subsidiary. Except as set forth in Schedule 5.11(a) hereto, (a) any land and structures described in Schedule 5.11(a) and Quantime's and Subsidiary's use thereof conform in all material respects with all applicable ordinances, requirements, regulations, zoning laws, planning and building control, restrictive covenants, leasehold and rental covenants, indemnities given, conditions and restrictions and do not
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Real and Personal Property; Inventories. Schedule 5.11(a) correctly identifies all real property owned or used by In2itive and each material lease of real property held by In2itive. No claims, charges or notice of violations have been filed, served, made or threatened, orally or in writing, against or relating to any such property or any of the operations conducted at any property leased by In2itive. In2itive owns no real property. Schedule 5.11(b) describes all material tangible or intangible personal property and assets of In2itive with an estimated value greater than $5,000. The tangible personal property and assets are generally in good working order or condition, reasonable wear and tear excepted. In2itive has good and marketable title to, and is in possession of or has control over, all of its personal property, none of which is held under or subject to any mortgage, pledge, lien, lease, encumbrance, conditional sales contract or other security arrangement ("Liens") except for Taxes (as defined below) not yet due (such Liens for Taxes and the amounts, if known, listed on Schedule 5.11(b)) and such other matters as are reflected on Schedule 5.11(b).
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Real and Personal Property; Inventories. Schedule 2.11(a) hereto correctly identifies each lease or rental of real property currently held or paid by CyberGate and the Subsidiaries. Schedule 2.11(b) hereto correctly identifies each parcel of real property, and each interest (other than such leases or rentals) in real property, currently used by CyberGate and the Subsidiaries in the conduct of their operations. Except as disclosed in Schedule 2.11(c), each of the properties listed in Schedule 2.11(b) is held free and clear of any mortgage, pledge, lien or other encumbrance. Except as set forth in Schedule 2.11(d) hereto, (a) any structures described in Schedules 2.11(a) and 2.11(b), and CyberGate's or the Subsidiaries' use thereof, conform in all material respects with all applicable ordinances, requirements, regulations, zoning laws and restrictive covenants, and do not encroach on property of others, and are not encroached upon by structures of others; and (b) no claims, charges or notice of violations have been filed, served, made, or to the best of the Shareholders' or CyberGate's knowledge threatened, orally or in writing, against or relating to any such property or any of the operations conducted at any such property (currently or in the past) as a result of (i) any violation or alleged violation of any applicable ordinances, requirements, regulations, zoning laws or restrictive covenants, or (ii) as a result of any encroachment on the property of others. Schedule 2.11(e) hereto describes all material tangible and intangible personal property and assets currently held by CyberGate and the Subsidiaries. CyberGate and the Subsidiaries have good and marketable title to, and are in possession of or have control over, all such tangible and intangible personal property, none of which is held under or subject to any mortgage, pledge, lien, lease, encumbrance, conditional sales contract or other security arrangement, except to the extent described in Schedules 2.11(f) and 2.12 hereto. The real property and tangible and intangible personal property listed on Schedules 2.11(a), 2.11(b) and 2.11(e) are all of the assets necessary for CyberGate and the Subsidiaries to conduct their businesses as currently conducted and each such item of real and tangible personal property is in good condition and/or working order, reasonable wear and tear excepted.
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Real and Personal Property; Inventories. Schedule 3.10(a) hereto correctly identifies (i) each lease or rental of real property held or paid by each of Surveycraft and each Subsidiary; and (ii) each parcel of real property, and each interest (other than such leases or rentals) in real property, used in the operations of the businesses of each of Surveycraft and each Subsidiary. Except as set forth in Schedule 3.10(a) hereto, (a) any structures described in
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Related to Real and Personal Property; Inventories

  • 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.

  • Fixtures and Personal Property All machinery, equipment, fixtures (including, but not limited to all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever owned by Borrower, or in which Borrower has or shall have an interest, now or hereafter located upon the Land or the Improvements, or appurtenant thereto, and used in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Borrower, or in which Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or used in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the "Personal Property"), and the right, title and interest of Borrower in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the "Uniform Commercial Code"), superior in lien to the lien of this Security Instrument and all proceeds and products of the above;

  • Real and Personal Property Taxes (A) All general and special real and personal property taxes and assessments (collectively, the “Taxes”), based on the regular tax xxxx for the current fiscal year (or, if such tax xxxx has not been issued as of the date of the Closing, the regular tax xxxx for the fiscal year preceding the current fiscal year) shall be prorated between Seller and Buyer at the Closing as of the Proration Date. Without limiting the foregoing, any and all accrued and unpaid supplemental or special real property taxes or assessments that relate to any time period prior to the Proration Date shall be the responsibility of Seller and, if not paid prior to or at Closing, shall be credited to the Buyer at Closing, and any and all supplemental or special real property taxes or assessments that relate to any time period on or after the Proration Date shall be the responsibility of Buyer and if paid by Seller prior to or at Closing, shall be credited to Seller at Closing. Without limiting the foregoing, in the event any supplemental or special real property taxes or assessments are levied prior to Closing, but are due and payable in one or more installments subsequent to the Closing, such supplemental or special real property taxes or assessments shall be allocated on a pro rata basis over the applicable payment period in question and prorated between Seller and Buyer as of the Proration Date. Notwithstanding any of the terms and conditions to the contrary contained in this Section 11.2(a)(iii), in the event any such Taxes are paid for directly by the Tenants to the applicable taxing authorities, such Taxes shall be not prorated between Seller or Buyer

  • Real Estate and Personal Property Taxes A. Except as specifically set forth in Section 4.07.B below, all real estate and personal property taxes, levies, assessments (including special assessments (regardless of when due or whether they are paid as a lump sum or in installments over time) imposed because of facilities that are constructed by or on behalf of the assessing jurisdiction (for example, roads, sidewalks, sewers, culverts, etc.) which directly benefit the Hotel (regardless of whether or not they also benefit other buildings)), “Impact Fees” (regardless of when due or whether they are paid as a lump sum or in installments over time) which are required of Owner as a condition to the issuance of zoning variances or building permits, and similar charges on or relating to the Hotel (collectively, “Impositions”) during the Term shall be paid by Manager from Gross Revenues, before any fine, penalty, or interest is added thereto or lien placed upon the Hotel or upon this Agreement, unless payment thereof is in good faith being contested and enforcement thereof is stayed. Any such payments shall be Deductions in determining Operating Profit. Owner shall, within five (5) days after receipt, furnish Manager with copies of official tax bills and assessments which it may receive with respect to the Hotel. Either Landlord or Owner may, and at Owner’s request Manager shall, initiate proceedings to contest any negotiations or proceedings with respect to any Imposition, and all reasonable costs of any such contest shall be paid from Gross Revenues and shall be a Deduction in determining Operating Profit. Manager shall, as part of its contest or negotiation of any Imposition, be entitled, on Owner’s behalf, to waive any applicable statute of limitations in order to avoid paying the Imposition during the pendency of any proceedings or negotiations with applicable authorities. Notwithstanding anything contained herein to the contrary, at Owner’s option (i) Manager shall establish an escrow account in the name of Owner in a bank or banks designated by Manager with the concurrence of Owner and shall deposit monthly into such account from Gross Revenues an amount that Manager reasonably estimates shall be sufficient to pay the Impositions, in which case Manager shall pay the Impositions from funds in the escrow account as and when the Impositions become due (and Owner shall promptly deposit into the escrow account any deficiency if the estimated monthly payments are not sufficient to pay all of the Impositions) or (ii) the amounts that would otherwise be deposited into such escrow account shall be included in the Operating Profit, not deducted from Gross Revenues and shall be distributed in cash to Owner along with the remainder of the Owner’s Priority. If Owner elects to retain such amounts pursuant to clause (ii) above, Manager shall accrue such amounts as a reserve on the accounting records of the Hotel, and Owner shall fund the same as and when the Impositions become due, but such accrued and unfunded amounts shall be deducted from Gross Revenues for purposes of calculating the Incentive Management Fee. In addition, if any Mortgagee requires the establishment of an escrow account with respect to the Impositions, Manager shall comply with such requirements.

  • Title to Real and Personal Property The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case 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 made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

  • Personal Property 16 5.15 Significant Customers; Material Contracts and Commitments.......16 5.16

  • Real Property; Personal Property (a) Neither the Company nor any of its Subsidiaries owns any real property.

  • Leased Personal Property Other than Personal Property owned by the Company or the Company Subsidiary, the Company or the Company Subsidiary has good and valid leasehold title to all of the tangible personal property Assets used by the Company or the Company Subsidiary, free and clear of any and all Encumbrances other than Permitted Encumbrances which would not permit the termination of the lease therefor by the lessor. Disclosure Schedule 3.9(c) sets forth all Leases for personal property. With respect to each Lease listed on Disclosure Schedule 3.9(c), (i) there has been no breach or default under such Lease by the Company, the Company Subsidiary or by any other party, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause (with or without notice and with or without the passage of time) a default under any such Lease, (iii) such Lease is a valid and binding obligation of the applicable lessor, is in full force and effect and is enforceable by the Company or the Company Subsidiary in accordance with its terms, (iv) no action has been taken by the Company or the Company Subsidiary and no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than by the Company or the Company Subsidiary without the consent of the Company or the Company Subsidiary, (v) no party has repudiated any term thereof or threatened to terminate, cancel or not renew any such Lease, and (vi) neither the Company nor the Company Subsidiary has assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in any leased property subject thereto (or any portion thereof).

  • Replacement of Fixtures and Personalty Mortgagor shall not, without the prior written consent of Mortgagee, permit any of the Fixtures or Personalty owned or leased by Mortgagor to be removed at any time from the Land or Improvements, unless the removed item is removed temporarily for maintenance and repair or is permitted to be removed by the Credit Agreement.

  • Personal Property Leases Except as set forth in Schedule 3.13.(b), Company has no leases of personal property involving consideration or other expenditure in excess of $5,000 or involving performance over a period of more than three months.

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