Real Property; Tangible Personal Property. (a) Schedule 3.10(a) sets forth a list of all real property leases to which the Company, any of its Subsidiaries or Seller (in the case of Seller, to the extent such real property leases are primarily related to the Business) is a party or by which any of them is bound as of the date of this Agreement (each, a “Real Property Lease”). No party has a right to occupy any of the premises subject to a Real Property Lease (the “Company Real Property”) except for Seller, the Company or the Company’s Subsidiaries.
(b) Schedule 3.10(b) sets forth a list of all real property owned by the Company or any of its Subsidiaries as of the date of this Agreement (the “Company Owned Property”). The Company Real Property and the Company Owned Property constitute all real property currently used in connection with the Business. Except as would not materially and adversely affect the ability of the Company or any Subsidiary of the Company to operate the Business as it is being conducted as of the date of this Agreement, there are no structural, electrical, mechanical or other defects in any improvements located on any of the Company Real Property. There are no pending, or, to the Knowledge of Seller, threatened condemnation or eminent domain actions or proceedings, or any special assessments or other activities of any public or quasi-public body that are reasonably likely to adversely affect the Company Real Property.
(c) Seller, the Company and each of the Company’s Subsidiaries has good and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible personal property and assets used or held for use in the Business that are material to the Company and its Subsidiaries, taken as a whole, free and clear of any Liens, except for Permitted Liens. All such items of tangible personal property which are material to the operation of the Business, taken as a whole, are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
Real Property; Tangible Personal Property. GFD does not own, lease or sublease real property. Except as disclosed in the Seller Disclosure Schedule, (i) each item of Tangible Personal Property of GFD (including any and all Tangible Personal Property set forth on Section 3.9.1 of the Seller Disclosure Schedule) is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business, is free from latent and patent defects and is being operated and maintained in all material respects in accordance with industry standards and prescribed operating instructions (if any) necessary to ensure the effectiveness of equipment warranties and/or service plans; and (ii), no item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. If applicable, Tangible Personal Property owned or leased by GFD is and will be as of Closing in GFD’s possession.
Real Property; Tangible Personal Property. (a) Section 4.13(a) of the Company Disclosure Schedule sets forth each lease (the “Intel Leases”) that is material to the Intel Business, taken as a whole, pursuant to which any of the Intel Companies occupies or uses any Real Property. The Transferred Companies have valid leasehold interests in their respective Intel Leases, except for such as are no longer used or useful in the conduct of their respective businesses or as have been disposed of in the ordinary course of business.
(b) The Intel Companies are, in all material respects, in compliance with the terms of all Intel Leases (subject to any applicable grace periods under such leases) to which each is a party, (ii) to the Knowledge of the Company, each other party to an Intel Lease is, in all material respects, in compliance with the terms of such Intel Lease (subject to applicable grace periods under such leases) and (iii) all Intel Leases are in full force and effect.
(c) Except as set forth on Section 4.13(c) of the Company Disclosure Schedule (i) the consummation of the transactions contemplated by this Agreement does not require the consent of any other party to such Intel Lease and will not result in a breach of or default under such Intel Lease; (ii) the Intel Companies have not subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof.
(d) None of the Intel Companies owns any Real Property.
(e) The Transferred Companies have good and valid title to, or in the case of property held under lease, a valid leasehold interest in, all tangible assets and tangible properties used or held for use by the Transferred Companies, free and clear of all Liens other than Permitted Liens.
(f) All Tangible Property that is material to the Transferred Companies, taken as a whole, is in good operating condition and repair for the operation of the businesses of the Transferred Companies in the ordinary course of business consistent with past practice in all material respects, ordinary wear and tear and aging excepted.
Real Property; Tangible Personal Property. PSIC does not own, lease or sublease real property or any Tangible Personal Property.
Real Property; Tangible Personal Property. Except as stated in the Seller Disclosure Schedule, CCS does not own, lease or sublease real property, except for its headquarters in Fultondale, Alabama. Except as disclosed in the Seller Disclosure Schedule, (i) each item of Tangible Personal Property of CCS (including any and all Tangible Personal Property set forth on Section 3.9.1 of the Seller Disclosure Schedule) is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business, is free from latent and patent defects and is being operated and maintained in all material respects in accordance with industry standards and prescribed operating instructions (if any) necessary to ensure the effectiveness of equipment warranties and/or service plans; and (ii), no item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. If applicable, Tangible Personal Property owned or leased by CCS is and will be as of Closing in the possession of CCS.
Real Property; Tangible Personal Property. (a) The Company and each Company Subsidiary (or MMAC and each of its Subsidiaries, as applicable, other than the Project Partnerships and Other Entities) has good and valid (and, in the case of Owned Real Property (as defined below), good and marketable fee simple) title to, or a valid and binding leasehold interest in, all Real Property and tangible personal property and other assets owned by it or reflected in the Company Financial Statements or the MMAC Financial Statements, as applicable, or acquired after the date of the Company Financial Statements or the MMAC Financial Statements, other than properties and assets (not included in Real Property) sold or otherwise disposed of in the ordinary course of business since the date of the Company Financial Statements or the MMAC Financial Statements, as applicable. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Section 3.10 of the Disclosure Schedules;
(ii) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures and for which adequate reserves have been set aside in the applicable financial statements in accordance with GAAP;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business and securing amounts not yet due and payable or which are being contested in good faith by appropriate procedures and for which appropriate reserves have been set aside in the applicable financial statements in accordance with GAAP;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which do not materially interfere with the current use or occupancy of the Real Property affected thereby and which do not secure payments of any sum of money (and which, in the case of zoning ordinances and the like, are not violated by the current use of the affected Real Property or the improvements situated thereon); or
(v) other than with respect to Real Property, liens arising under original purchase price conditional sales Contracts and equipment leases with third parties entered into in the ordinary course of business.
(b) Section 3.12(b) of the Disclosure Schedules sets forth the address and description of each parcel of Real Property owned by the Company, each Company Subsidiary, MMAC or each MMAC Subsidiary (each, an “Own...
Real Property; Tangible Personal Property. (a) Section 3.11(a) of the Credence Disclosure Schedule sets forth a list of the lease agreements relating to all real property currently leased by Credence and used in the Business, the name of the lessor and the date of the lease and each modification, amendment or supplement thereto (the “Real Property Leases”). All rent and other sums and charges payable by Credence as tenant under the Real Property Leases are current. Credence has delivered to Newco complete and correct copies of such leases, including all modifications, amendments and supplements thereto.
(b) Section 3.11(b) of the Credence Disclosure Schedule sets forth a true, correct and complete list of all Equipment and all other tangible personal properties owned by Credence that are used or useful for or in the Business (collectively, the “Owned Tangible Personal Property”). All such Owned Tangible Personal Property are Purchased Assets. Credence has good and marketable title to all Owned Tangible Personal Property, free and clear of any Liens of any kind or nature whatsoever.
(c) Section 3.11(c) of the Credence Disclosure Schedule hereto sets forth a true, correct and complete list and summary description of the lease agreements relating to all Equipment and all other tangible personal properties leased by Credence that are Purchased Assets (the “Personal Property Leases”, and such tangible personal properties, together with the Owned Tangible Personal Property, the “Tangible Personal Property”), together with a brief description of the property leased. Credence has delivered to Newco complete and correct copies of each Personal Property Lease, together with any modifications, amendments and supplements thereto. Each Personal Property Lease is in full force and effect and all payments due to date pursuant to any such lease have been paid. Neither Credence nor, to the knowledge of Credence, any other party is in default under any Personal Property Lease, and no event has occurred which constitutes, or with the lapse of time or the giving of notice or both would constitute, a default by Credence or, to the knowledge of Credence, any other party under any such Personal Property Lease. There are no disputes or disagreements between Credence and any other party with respect to any Personal Property Lease.
Real Property; Tangible Personal Property. MANA does not own, lease or sublease real property or any Tangible Personal Property.
Real Property; Tangible Personal Property. JVCo does not own, lease or sublease real property. Except as disclosed in the Seller Disclosure Schedule, (i) each item of Tangible Personal Property of JVCo (including any and all Tangible Personal Property set forth on Section 3.9.1 of the Seller Disclosure Schedule) is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business, is free from latent and patent defects and is being operated and maintained in all material respects in accordance with industry standards and prescribed operating instructions (if any) necessary to ensure the effectiveness of equipment warranties and/or service plans; and (ii), no item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. If applicable, Tangible Personal Property owned or leased by JVCo is and will be as of Closing in JVCo’s possession.
Real Property; Tangible Personal Property. Seller does not own, lease or sublease real property or any Tangible Personal Property.
