Real Property; Equipment; Leasehold. Except as set forth on Part 3.13-1 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries owns or has ever owned any real property, nor is either party to any agreement to purchase or sell any real property. All material items of equipment and other tangible assets owned by or leased to the Company or any of its Subsidiaries are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business of the Company and its Subsidiaries in the manner in which such business is currently being conducted. Part 3.13-2 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Company Leases, any existing default or event of default (or event which with or without notice or lapse of time, or both, would constitute a default) of the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party thereto. Except as set forth on Part 3.13-4 of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the ...
Real Property; Equipment; Leasehold. All material items of equipment and other tangible assets owned by or leased to the Acquired Corporations are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business of the Acquired Corporations in the manner in which such business is currently being conducted. None of the Acquired Corporations own any material real property or any material interest in real property. Part 2.7 of the Company Disclosure Schedule contains an accurate and complete list of all the Acquired Corporations’ material real property leases.
Real Property; Equipment; Leasehold. All material items of equipment and other tangible assets owned by or leased to the Acquired Corporations are in good and safe condition and repair (ordinary wear and tear excepted) and, to the best knowledge of the Company, are adequate for the conduct of the business of the Acquired Corporations in the manner in which such business is currently being conducted and is presently proposed by the Company to be conducted. None of the Acquired Corporations owns any real property or any interest in any real property, except for (a) the leaseholds created under the real property leases identified in Part 2.8(a) of the Company Disclosure Schedule and (b) the land described in Part 2.8(b) of the Company Disclosure Schedule to which the Company has good and marketable fee title and which is owned by the Company free and clear of any Encumbrances, except for the Encumbrances identified in Part 2.8(b) of the Company Disclosure Schedule.
Real Property; Equipment; Leasehold. All material items of equipment and other tangible assets owned by or leased to Parent are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business of Parent in the manner in which such business is currently being conducted. Parent does not own any material real property or any material interest in real property.
Real Property; Equipment; Leasehold. All material items of equipment and other tangible assets owned by or leased to the Acquired Corporations are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business of the Acquired Corporations in the manner in which such business is currently being conducted.
Real Property; Equipment; Leasehold. (a) None of the Acquired Corporations owns any real property or any interest in real property, except for the leasehold created under the real property lease(s) set forth in the Company Disclosure Schedule. Complete and correct copies of such lease have previously been delivered to Parent by the Company.
(b) All material items of equipment and other tangible assets owned by or leased to the Acquired Corporations are reasonably adequate for the uses to which they are being put, are in good condition and repair (ordinary wear and tear excepted) and are reasonably adequate for the conduct of the business of the Acquired Corporations in the manner in which such business is currently being conducted and in the manner in which such business is required to be conducted pursuant to Contracts to which the Company is a party and which are in effect on the date hereof.
Real Property; Equipment; Leasehold. (a) None of the Parent Corporations owns any real property or any interest in real property, except for the leasehold created under real property leases set forth in the Parent Disclosure Schedule. Complete and correct copies of such leases have previously been delivered to the Company by Parent.
(b) All material items of equipment and other tangible assets owned by or leased to the Parent Corporations are reasonably adequate for the uses to which they are being put, are in good condition and repair (ordinary wear and tear excepted) and are reasonably adequate for the conduct of the business of the Parent Corporations in the manner in which such business is currently being conducted and in the manner in which such business is required to be conducted pursuant to Contracts to which the Company is a party and which are in effect on the date hereof.
Real Property; Equipment; Leasehold. All material items of equipment and other tangible assets owned by or leased to the Company are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business of the Company in the manner in which such business is currently being conducted. Part 2.8(a) of the Company Disclosure Schedule accurately identified all material items of equipment leased by the Company. The Company does not own any real property or any interest in real property, except for the leaseholds created under the real property leases identified in Part 2.8(b) of the Company Disclosure Schedule. All such real property is being leased pursuant to lease agreements that are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) that would result in a Material Adverse Effect on the Company. The Company has valid leasehold interests in the items listed in Parts 2.8(a) and 2.8(b) of the Company Disclosure Schedule.
Real Property; Equipment; Leasehold. All material items of equipment and other tangible assets owned by or leased to the AAHoldings Entities are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the respective businesses of the AAHoldings Entities in the manner in which such businesses are currently being conducted.
Real Property; Equipment; Leasehold. All material items of equipment and other tangible assets owned by or leased to the Brainworks Corporations are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the respective businesses of the Brainworks Corporations in the manner in which such businesses are currently being conducted. Except as set forth in Part 3.8 of the Brainworks Disclosure Schedule, none of the Brainworks Corporations own any real property or any interest in real property. Part 3.8 of the Brainworks Disclosure Schedule contains an accurate and complete list of all the Brainworks Corporations' real property leases.
