Real Property and Tangible Assets. (a) The Company does not own any real property. Except in each case as would not materially affect the business and operations of the Company and its Subsidiaries, taken as a whole, the Company or one of its Subsidiaries (i) has valid leasehold title (as applicable) to each location occupied or otherwise used by the Company or any of its Subsidiaries as of the date of this Agreement (the “Company Real Property”) pursuant to leases, subleases, licenses, occupancy or other similar agreements to which the Company or any of its Subsidiaries is a party as of the date of this Agreement (each, a “Real Property Lease”), and (ii) has good and marketable title or valid leasehold title to the other tangible assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, in each case, free and clear of all Liens, except (x) for Permitted Liens, and (y) for the property and assets that have been disposed of since the Company Balance Sheet Date in the ordinary course of business. Section 5.14 of the Company Disclosure Schedule contains a complete list of all Company Real Property. (b) Each Real Property Lease under which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies any real property is valid, binding and in full force and effect, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is not under any Real Property Lease (i) any existing default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto or (ii) to the Knowledge of the Company, any condition or event which, with notice or lapse of time, or both, would constitute a default under the provisions of such Real Property Lease.

Real Property and Tangible Assets. (a) No Company owns or has ever owned any interest in any real property. (b) Schedule 3.11(b) sets forth all real property currently leased by any Company (the “Leased Real Property”). With respect to each Leased Real Property: (i) the applicable Company has good, valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to it pursuant to each pertinent lease, subject to the Equitable Exceptions; (ii) each of the Contracts for the Leased Real Property has been duly authorized and executed by the applicable Company and is in full force and effect; and (iii) neither the applicable Company nor, to the Knowledge of the Companies, the other party thereto, is in default under any of the leases nor, to the Knowledge of the Companies, has any event occurred which, with or without the giving of notice or the lapse of time, or both, would constitute a default by the applicable Company or the other party thereto. (c) The Sellers have made available to the Buyer prior to the execution of this Agreement true and complete copies of all leases with respect to the Leased Real Property (including any amendments and renewal letters). The applicable Company has rights of ingress and egress with respect to the Leased Real Property sufficient to operate the Business as it is conducted on the date of this Agreement. (d) The Companies are in possession of and have good title to, or have valid leasehold interests in or valid rights under Contract to use, all tangible personal property used in or reasonably necessary for the conduct of the Business (the “Company Tangible Property”). All Company Tangible Property is free and clear of all Liens, other than Liens disclosed in Schedule 3.11(d), and is in good working order and condition, ordinary wear and tear excepted, suitable for its current and contemplated use. (e) No Company maintains any inventory for sale to customers.

Real Property and Tangible Assets. (a) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its Subsidiaries owns good and marketable fee simple title or has valid leasehold title (as applicable) to the real properties owned by the Company or any of its Subsidiaries as of the date of this Agreement (the “Owned Real Property”) and the leases, subleases, licenses or other occupancies to which the Company or any of its Subsidiaries is a party as tenant for real property as of the date of this Agreement (the “Real Property Lease”, together with the Owned Real Property, the “Company Real Property”) and other tangible assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, in each case, free and clear of all Liens, except (i) for Permitted Liens and (ii) for the property and assets that have been disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice. (b) Each Real Property Lease under which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies any real property is valid, binding and in full force and effect, except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is not under any Real Property Lease (i) any existing default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto or (ii) to the Knowledge of the Company, any condition or event which, with notice or lapse of time, or both, would constitute a default under the provisions of such Real Property Lease.

Real Property and Tangible Assets. 7.9.1 The Company owns no Real Property. The Company has the leasehold interests (“Leases”) as a tenant only in the Real Property as disclosed in the Data Room Material. 7.9.2 All Leases are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, (ii) no amount payable under any Lease is past due, (iii) no tenant under any Lease has received any written notice of default (which has not been cured) and no event or condition has happened or presently exists which constitutes a default, or, after notice or lapse of time or both, would constitute a default under any Lease on the part of any tenant or any other party and (v) no tenant has assigned, subleases, sublicensed, mortgaged, pledged or otherwise encumbered its interest, if any, under any Lease. 7.9.3 The Company’s present use of the material leased Real Property is permitted under all Legal Requirements including those relating to zoning applicable to the Company’s operations on the material leased Real Properties. All leased Real Properties are structurally sound and adequate for their present and intended uses, are in good repairs and in good condition, ordinary wear and tear excepted. No part of any Improvement encroaches on any real property owned by a third party and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining property which encroach on any part of the Land owned by the Companies. The Land for each facility operated by the Company has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, easement benefiting such Land and comprising a part of the Real Property, is supplied with public or quasi-public utilities and other services necessary for the operation of the facilities located thereon as currently being conducted. 7.9.4 The Company owns, and has good and marketable title to, free and clear of any Encumbrances other than Permitted Encumbrances and those described in the Data Room Material, all assets, properties and rights that are reflected in the balance sheet included in the 2007/2008 Annual Accounts or acquired since the Accounts Date, other than the assets, properties and rights disposed of from Inventory in the ordinary course of business since the Accounts Date. The assets, properties and rights owned or leased by the Company are adequate to conduct the Business as presently conducted. The equipment, machinery and buildings owned or leas...

Real Property and Tangible Assets. (a) Neither the Company nor any of its Subsidiaries owns any real property or interest therein. Schedule 4.23(a) sets forth a complete list of (i) all Leased Real Property and (ii) a description of the leases for Leased Real Property. (b) The assets owned or leased by the Company and its Subsidiaries are: (i) all of the assets that are or have in the past five years been used by the Company and its Subsidiaries in the conduct of their businesses as of the date of this Agreement and as of the Closing Date; and (ii) all of the tangible assets necessary for the conduct of the businesses of the Company and its Subsidiaries, as presently conducted and planned to be conducted by the Company and its Subsidiaries as of the Closing (the “Company Assets”). Except as set forth on Schedule 4.23(b), the Company or its relevant Subsidiary has good and marketable title to, or, in the case of leased assets, valid and subsisting leasehold interests in (subject to the Equitable Exceptions), all of the Company Assets, free and clear of all Liens except Permitted Liens. There has not occurred and, to the Knowledge of the FT Stockholders or the Company, there is not expected to occur any circumstance or event that would (1) cause any Company Asset to cease to be owned or leased (as applicable) by the Company or the Company’s applicable Subsidiary prior to or immediately after the Closing; or (2) except as set forth on Schedule 4.23(b), interfere with the current use, occupancy or operation of any such Company Asset.

Real Property and Tangible Assets. (a) Neither the Company nor any Company Subsidiary owns any real property. Section 3.11(a) of the Company Disclosure Schedule sets forth all real property leased by the Company or any Company Subsidiary (the “Leased Real Property”). Copies of all leases (including collocation agreements) for Leased Real Property (the “Real Property Leases”) have been provided by the Seller to the Purchaser. With respect to each such parcel of Leased Real Property, except as set forth in Section 3.11(a) of the Company Disclosure Schedule, no condition exists or event, act or omission has occurred which, with or without notice, lapse of time or both, would constitute a default by the Company or any Company Subsidiary or a basis of force majeure or other claim of excusable delay or nonperformance under the Real Property Lease applicable to such parcel of Leased Real Property. (b) Except for routine easements, rights of way, and other similar real estate interests, the Leased Real Property constitutes all interests in real property currently used by the Company and the Company Subsidiaries in operating the FiberNet Business. The Company and the Company Subsidiaries own, lease or have the right to use all easements, rights of entry and rights-of-way which are necessary to the conduct of the FiberNet Business as currently conducted. The Company and the Company Subsidiaries have good and valid title to, or a valid leasehold, subleasehold or license in, as applicable, all tangible assets (both real, including the Leased Real Property, and personal) necessary for or used in the conduct of the FiberNet Business, as presently conducted, free and clear of all Liens. (c) Except as disclosed in Section 3.11(c) of the Company Disclosure Schedule, all of the tangible assets of the Company and the Company Subsidiaries (i) conform in all material respects to all applicable Laws relating to their use and operation and (ii) are in good operating condition and repair, subject to ordinary wear and tear, and are fit for use in accordance with the past practice of the Company and the Company Subsidiaries. (d) Except as disclosed in Section 3.11(d) of the Company Disclosure Schedule, the Company and the Company Subsidiaries own or possess all assets, properties or rights that are necessary for the conduct of the FiberNet Business.

Real Property and Tangible Assets. (a) None of the Company or any of its Subsidiaries owns, or, since January 1, 2014, has ever owned, any real property. (b) Schedule 3.16(b) sets forth a list of each Lease as of the date of this Agreement. The Company has provided or otherwise made available to Parent a true, correct and complete copy of each Lease in effect on the date hereof, including any amendments and modifications thereof. The Company or one or more of its Subsidiaries has a valid leasehold interest in its leased real property under the material Leases, in each case, free and clear of any Liens, except for Permitted Liens. (c) Each Lease is a valid and binding agreement of, and enforceable against, the Company or one of its Subsidiaries, as applicable, and, to the knowledge of the Company, each other party thereto, in accordance with its terms, except as such enforcement may be limited by applicable Bankruptcy Laws and Principles of Equity. There is not under any Lease any material default by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto. (d) Each of the Company and its Subsidiaries have good, valid and marketable title to, or a valid leasehold interest in, the tangible assets reflected on the Interim Financial Statements as owned or leased by it or acquired since the date thereof (other than assets disposed of in the ordinary course of business consistent with past practices since the date of the Interim Financial Statements), free and clear of any and all Liens other than Permitted Liens and Liens securing Indebtedness that will be repaid at or prior to the Closing.

Real Property and Tangible Assets. (a) The Company does not own any real property. Section 3.11(a) of the Company Disclosure Schedule sets forth all real property leased or subleased by the Company (collectively, the “Leased Real Property”). Correct and complete copies of all leases and any other material Contracts relating to such Leased Real Property were made available by the Company to the Purchaser prior to the date of this Agreement in the Virtual Data Room. All such leases are legally valid and binding and in full force and effect and the Company holds a good, marketable and valid leasehold interest in each Leased Real Property, subject only to Permitted Liens. Neither the Company nor, to the Knowledge of the Company, any other party is in breach or violation of, or default under, any such lease, and no event has occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time or otherwise, would constitute a breach or default by the Company or, to the Knowledge of the Company, any other party under such lease. (b) The Company owns or leases all tangible assets necessary for the conduct of the Business, as presently conducted (the “Assets”). Except as set forth in Section 3.11(b) of the Company Disclosure Schedule, the Company has good and marketable title to, or, in the case of leased Assets, valid and subsisting leasehold interests in (subject to the Equitable Exceptions), all of its respective Assets, free and clear of all Liens, except for Permitted Liens. All such Assets are, in all material respects, in reasonable operating condition and repair, normal wear and tear excepted, and are suitable for the purposes for which they are currently used.

Real Property and Tangible Assets. 2.23(a) Registration Rights Agreement......................................................................... 1.3(a) Reincorporation.......................................................................................

Real Property and Tangible Assets Sample Clauses

Filter & Search

Related Clauses

Parent Clauses