Tangible Assets and Real Property. (a) Wood owns or leases all tangible assets and properties which are material to the conduct of its business as currently conducted or which are reflected on the Wood Balance Sheet or acquired since the Wood Balance Sheet Date (the "Wood Material Tangible Assets"). The Wood Material Tangible Assets ----------------------------- are in good operating condition and repair. Wood has good and marketable title to all Wood Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood Balance Sheet Date in the ordinary course of business), free and clear of all Liens, except for Liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets to which Wood is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrint.
(b) The Wood Disclosure Schedule sets forth a true and complete list of all real property owned by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint.
(c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subject. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases and sub...
Tangible Assets and Real Property. (a) The Company owns or leases all tangible assets and properties which are used in the conduct of its business as currently conducted or which are reflected on the E/Risk Balance Sheet or were acquired since the date of the E/Risk Balance Sheet (the "Material Tangible Assets"). The Material Tangible Assets are in good operating condition and repair. The Company has good and marketable title to all Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the date of the E/Risk Balance Sheet in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the E/Risk Financial Statements and except for liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Material Tangible Assets to which the Company is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity and except where failure of such leases to be in full force and effect and valid, binding and enforceable would not have a Material Adverse Effect on the Company. The E/Risk Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to Buyer.
(b) The Company owns no real property. The E/Risk Disclosure Schedule sets forth a true and complete list of all real property leased by the Company. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity. True and correct copies all such of real property leases have been provided to Buyer.
Tangible Assets and Real Property. (a) Target owns or leases all tangible assets and properties which are necessary for the conduct of its business as currently conducted or which are reflected on the Target Balance Sheet or acquired since the date of the Target Balance Sheet ("Material Tangible Assets"). The Material Tangible Assets are in good operating condition and repair.
(b) Target has good and marketable title to all Material Tangible Assets that it owns, free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except for liens for current taxes not yet due and payable and purchase money security interests.
(c) Assuming the due execution and delivery thereof by the other parties thereto, all leases of Material Tangible Assets to which Target is a party are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy laws and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. True and correct copies of all such leases have been provided to Buyer.
(d) Target owns no real property. The Target Disclosure Schedule sets forth a true and complete list of all real property leased by Target. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy laws and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. True and correct copies all such of real property leases have been provided to Buyer.
Tangible Assets and Real Property. (a) iPrint owns or leases all tangible assets and properties which are material to the conduct of its business as currently conducted or which are reflected on the iPrint Balance Sheet or acquired since the iPrint Balance Sheet Date (the "iPrint Material Tangible Assets"). The iPrint Material Tangible ------------------------------- Assets are in good operating condition and repair. iPrint has good and marketable title to all iPrint Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the iPrint Balance Sheet Date in the ordinary course of business), free and clear of all Liens, except for Liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of iPrint Material Tangible Assets to which iPrint is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The iPrint Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrint.
Tangible Assets and Real Property. All material real property leases of the Company and its Subsidiaries ("MATERIAL LEASES") are in good standing, valid and effective in accordance with their respective terms, and neither the Company nor any of its Subsidiaries is in default under any of such leases, except where the lack of such good standing, validity and effectiveness or the existence of such default would not be reasonably likely to have a Material Adverse Effect. To the knowledge of the Company and its Subsidiaries, no other party to any of the Material Leases is in default under or in breach or violation of, nor is there any valid basis for any claim of default, breach or violation against any other party under any of the Material Leases or any other agreement or instrument to which any of the Material Leases is subject or subordinate except for such breaches, violations and defaults as would not be reasonably likely, either individually or in the aggregate, to have a Material Adverse Effect.
Tangible Assets and Real Property. (a) I-TECH owns or leases all tangible assets and properties which are material to the conduct of its business as currently conducted or which are reflected on the I-TECH Balance Sheet or acquired since the Balance Sheet Date (the “Material Tangible Assets”). The Material Tangible Assets are in good operating condition and repair, ordinary wear, tear and calibration excluded. I-TECH has good and valid title to all Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the I-TECH Balance Sheet Date in the ordinary course of business), free and clear of all Liens other than Permitted Encumbrances. I-TECH is not in default under or in breach or violation of, nor is there any basis for any claim of default by I-TECH under, or breach or violation by I-TECH of, any lease of Material Tangible Assets to which I-TECH is a party. To I-TECH’s knowledge, no other party is in default under or in breach or violation of, nor is there any valid basis for any claim of default by any such party under, or breach or violation by any such party of, any such lease. All leases of Material Tangible Assets to which I-TECH is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and (ii) general principles of equity.
(b) I-TECH owns no real property. The I-TECH Disclosure Schedule sets forth a true and complete list of all real property leased or occupied by I-TECH during the previous five (5) years (collectively, the “Facilities”). To the knowledge of I-TECH, the Facilities are not subject to any encumbrances, encroachments, building or use restrictions, exceptions, reservations or limitations, except those which, individually or in the aggregate, would not prevent any continued use of any of the Facilities in the usual and normal conduct of I-TECH business. To the knowledge of I-TECH, there are no governmental or other restrictions which would prevent Finisar or I-TECH from conducting business operations in Facilities currently leased by I-TECH in the manner currently conducted by I-TECH. I-TECH has not received notice of any pending or threatened condemnation proceedings relating to any of the Facilities.
I- TECH is not in default under or in breach or violation of, nor is there any bas...
Tangible Assets and Real Property. (a) Cybernet Sub owns or leases all tangible assets and properties set forth in Schedule 3.5
(a) (the "Cybernet Sub Assets"). The Cybernet Sub Assets are in good operating condition and repair, subject to reasonable wear and tear.
(b) Cybernet Sub has good and marketable title to all Cybernet Sub Assets that it owns, free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except for liens for current taxes not yet due and payable.
(c) Assuming the due execution and delivery thereof by the other parties thereto, all leases of Cybernet Sub Assets to which Cybernet Sub is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy laws and other similar laws 8 affecting creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.
Tangible Assets and Real Property. (a) Except as set forth on Schedule 2.9(a)(i), the Company or one of its Subsidiaries is the sole owner of all right, title, and interest in and to all assets reflected as being owned by it on the Balance Sheet and all other material assets and property, real and personal (other than Intellectual Property, as to which the representations and warranties of Section 2.14 apply), held or used by it, other than any property or assets leased to the Company or its Subsidiaries (the “Assets,” and, together with all property and assets leased to the Company or its Subsidiaries (the “Property”) and, except as set forth on Schedule 2.9(a)(ii), there exists no restriction on the use or transfer of the Property. Except as set forth on Schedule 2.9(a)(iii), no Property is in the possession of others and neither the Company nor any of its Subsidiaries holds any property on consignment. The Company and its Subsidiaries have (i) good title to all of the Assets, free and clear of all Liens, and (ii) a valid leasehold or subleasehold interest in all of the leased Property or a valid license right to use all of the licensed Property, free and clear of all Liens. Upon the Closing, the Company and its Subsidiaries shall continue to be vested with good title to, or a valid leasehold interest or license right interest in, the Property. Set forth on Schedule 2.9(a)(iv) is a list of all fixed assets of the Company as of the end of the last completed calendar month prior to the date hereof.
(b) All of the tangible Assets have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear), and are suitable for the purposes for which they are presently used.
(c) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property.
(d) Schedule 2.9(d)(i) contains a complete and accurate list of all real property interests leased or subleased by the Company or one of its Subsidiaries as tenant (collectively, the “Leased Real Property”). Except as set forth in Schedule 2.9(d)(ii), the Company or its applicable Subsidiary holds a valid leasehold or subleasehold interest in the Leased Real Property, and each lease or sublease pursuant to which the Company or its Subsidiary leases or subleases such Leased Real Property as a tenant (the “Real Property Leases”) is enforceable against the Company, and to the knowledge of the Company, the applicable landlord(s), in accordance with its terms, except to...
Tangible Assets and Real Property. (a) AO owns or leases all tangible assets and properties which are reasonably necessary for the conduct of its business as currently conducted or which are reflected on the AO Balance Sheet or acquired since the date of the AO Balance Sheet ("the Material Tangible Assets"). The Material Tangible Assets are in good operating condition and repair ordinary wear and tear excepted.
(b) AO has good and marketable title to all Material Tangible Assets that it owns, free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except for liens for current taxes not yet due and payable and purchase money security interests.
(c) Assuming the due execution and delivery thereof by the other parties thereto, all leases of Material Tangible Assets to which AO is a party are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy laws and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. True and correct copies of all such leases have been provided to the Company.
(d) AO owns no real property. The AO Disclosure Schedule sets forth a true and complete list of all real property leased by AO.
Tangible Assets and Real Property. (a) iPrint owns or leases all tangible assets and properties which are material to the conduct of its business as currently conducted or which are reflected on the iPrint Balance Sheet or acquired since the iPrint Balance Sheet Date (the "IPRINT MATERIAL TANGIBLE ASSETS"). The iPrint Material Tangible Assets are in good operating condition and repair. iPrint has good and marketable title to all iPrint Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the iPrint Balance Sheet Date in the ordinary course of business), free and clear of all Liens, except for Liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of iPrint Material Tangible Assets to which iPrint is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The iPrint Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrint.
(b) The iPrint Disclosure Schedule sets forth a true and complete list of all real property owned by iPrint. iPrint owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to Wood.
(c) The iPrint Disclosure Schedule sets forth a true and complete list of all real property leased, subleased or licensed by iPrint and all real property easements, rights of way, licenses, leases and subleases to which iPrint is a party or to which any real property owned by iPrint is subject. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property lease...
