Real Property and Other Assets. The Company does not own or lease any real property, and does not own, lease or license the use of any other assets other than those previously disclosed in the Company Reports.
Real Property and Other Assets. Except as set forth on Schedule 3(t), the Company and its Material Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Material Subsidiaries, in each case free and clear of all liens, encumbrances and defects, except for Permitted Liens (as defined in the Indenture) and such as do not 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 and any of its Material Subsidiaries. Any real property and facilities held under lease by the Company and any of its Material Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries. There exists no default, or any event which upon notice or the passage of time, or both, would give rise to any default, in the performance of the Company or by any lessor under any such lease, nor, to the knowledge of the Company, is the landlord of any such lease in default except where any such default would not have a Material Adverse Effect. All tangible personal property owned by the Company and its Subsidiaries has been maintained in good operating condition and repair, except (x) for ordinary wear and tear, and (y) where such failure would not have a Material Adverse Effect. All tangible assets leased by the Company or any of its Subsidiaries are in the condition required by the terms of the lease applicable thereto during the term of such lease and upon the expiration thereof.
Real Property and Other Assets. SGK does not own or lease any real property and, except for the license agreement identified on Schedule 3,6.3 hereof, does not own, lease or license the use of any other assets.
Real Property and Other Assets. 5.11.1. Neither Aavid Germany nor any of the Companies owns any real property. SCHEDULE 5.
11.1 sets for the addresses of all real property leased by Aavid Germany and any of the Companies, as lessee (the "Properties"). Neither Aavid Germany nor any of the Companies engages in manufacturing activities at any of the Properties located outside of Germany.
5.11.2. To the best of Seller's knowledge, (a) there is no material defect in the structure or physical condition of any of the Properties; (b) except as disclosed on SCHEDULE 5.11.2, each of the Properties is in good operating condition and repair, reasonable wear and tear excepted, is usable in the ordinary course of business and is adequate and suitable for the uses to which they are being put.
5.11.3. Seller has provided or made available to Purchaser all leases for each of the Properties which are currently in effect (the "Leases"). All such Leases are valid and binding in accordance with their respective terms and neither Aavid Germany nor any of the Companies is in default in any respect under any Lease or otherwise in violation of the terms of any such Lease, except for such instances of default or violation thereunder that would not individually or in the aggregate result in a Material Adverse Effect. Except as set forth in SCHEDULE 5.11.3, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, do not and will not result in a breach or violation of, or constitute a default or an event that, with the passage of time or the giving of notice, or both, would constitute a default or violation, give rise to a right of termination, material modification (including as to the amount, timing or nature of lease payments), cancellation or acceleration or require the consent or approval of any party (other than one or more of Aavid Germany and the Companies (as applicable)) under any Lease.
5.11.4. Each of Aavid Germany and the Companies has good and marketable title or rights as lessees to all real, personal, mixed, tangible and intangible property of any kind or nature owned or used by them, and each of them owns each of the assets identified in the Accounts, in each case, except to the extent otherwise disclosed in the Accounts or the schedules to this Agreement, free and clear of all Liens, claims and encumbrances. The assets and properties owned or leased by Aavid Germany and each of the Companies are, as at the date hereof, and shall be through the Closi...
Real Property and Other Assets. Section 3.14 of the Disclosure Letter sets forth the address of each parcel of Owned Real Property. Section 3.14 of the Disclosure Letter sets forth the address of each parcel of Leased Real Property and a true and complete list of all Leases for each such parcel of Leased Real Property. The Company has made available to Parent a correct and complete copy of each such Lease. The Company or one of its Subsidiaries: (i) has good title (or with respect to real property located in Germany is registered as owner in the applicable land register) to all the properties and assets reflected in the latest audited balance sheet included in the Company SEC Reports as being owned by the Company or one of its Subsidiaries or acquired after the date thereof that are material to the business of the Company and its Subsidiaries (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and except for defects in title that are immaterial), free and clear of all Liens, except (A) statutory liens securing payments not yet due, or (B) such Liens 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; and (ii) is the lessee of all Leased Real Property reflected in the latest audited financial statements included in the Company SEC Reports or acquired after the date thereof that are material to the business of the Company and its Subsidiaries (except for Leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business) and is in possession of the properties purported to be leased thereunder, and each such Lease is valid without default thereunder by the lessee or, to the Knowledge of the Company, the lessor. The Owned Real Property and the Leased Real Property can be used by the Company or one of its Subsidiaries (as applicable) for its business operations without any material restrictions and is not subject to any liabilities related to a Governmental Authority.
Real Property and Other Assets. Brancher shall have or cause to have appraised, by an independent appraiser, all A Assets and B Assets included in the transactions described above. Lennox shall have the right to review all such appraisals and, at its option, obtain a second independent appraisal. In the event the second appraisal differs from the initial appraisal by more than Five Percent (5%), the value of any such asset will be deemed to be the average of the two appraisals. It is further agreed that, where required, an appraiser, appointed in accordance with the requirements of French Law, will be used. Lennox and Brancher agree that in the event of a dispute as to the value of any asset which can not be resolved among the parties, the dispute provisions of this Restructure Agreement shall control.
Real Property and Other Assets. Each piece of real property owned ------------------------------ by the Company or its Subsidiaries is set forth on Section 5.1(t) of the Company Disclosure Schedule. The Company and each of its Subsidiaries has good, valid and marketable title to its respective properties and material assets, and a valid leasehold interest in all real and personal property leased by it, in each case free and clear of all Liens, except as set forth on Section 5.1(t) of the Company Disclosure Schedule, and except for Permitted Liens that are not substantial in amount and that do not detract from the value or impair the present use of any of the property or assets subject thereto or affected thereby or the business operations of the Company in any material respect.
Real Property and Other Assets. DKII does not own or lease any real property and, does not own, lease or license the use of any other assets.
Real Property and Other Assets. 17 5.12. INTELLECTUAL PROPERTY................................................................................18 5.13. AGREEMENTS...........................................................................................20 5.14. ANTI-COMPETITIVE ARRANGEMENTS........................................................................21 5.15. NO POWERS OF ATTORNEY................................................................................21 5.16.
Real Property and Other Assets. The IHG Group has no ownership of or interest in or contractual rights in respect of any property (together the "Rights") where a loss of such Rights would be likely to result in a material adverse effect on the financial position of the IHG Group as a whole.
