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.
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. (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.
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.
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) The Assets constitute all the assets necessary or desirable to conduct the Seller's business as currently conducted or as presently proposed to be conducted. Seller owns or leases all of the Assets including all tangible assets and properties which are used in the conduct of the Business as currently conducted or which are reflected on the Balance Sheet or were acquired since the date of the Balance Sheet (such tangible Assets the "Material Tangible Assets"). The Material Tangible Assets are in good operating condition and repair, except for reasonable wear and tear that does not materially affect the use of such Asset. Except as set forth on Schedule 3.8, Seller has good and marketable title to all the Assets reflected on the Balance Sheet (except properties, interests in properties and assets sold or otherwise disposed of since the date of the 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 Seller 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 or licenses of Assets to Seller 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. The Disclosure Schedule sets forth a true and correct list of all such leases and licenses, and true and correct copies of all such leases and licenses have been provided to Kintera or Purchaser. Included in Schedule 3.8 is a list of all computer equipment, including software, as well as office furniture, owned by Seller. At the Closing, Seller will sell, convey, assign, transfer and deliver to Purchaser good, valid and marketable title and all Seller's right and interest in and to all of the Assets, free and clear of all claims, liabilities, liens, pledges, mortgages, restrictions and encumbrances of any kind, whether accrued, absolute, contingent or otherwise.
Tangible Assets and Real Property. (a) Oak and each of its Subsidiaries own or lease all tangible assets and properties which are material to the conduct of their respective business as currently conducted (the “Oak Material Tangible Assets”). Oak and each of its Subsidiaries has good and marketable title to all Oak Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the date of the Oak Balance Sheet in the ordinary course of business), free and clear of all Liens, except for Liens for current Taxes not yet due and payable. All leases of Oak Material Tangible Assets to which Oak or any of its Subsidiaries 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.
Tangible Assets and Real Property. (a) Xxxxx and each of its Subsidiaries own or lease all tangible assets and properties which are material to the conduct of their respective business as currently conducted (the “Xxxxx Material Tangible Assets”). Xxxxx and each of its Subsidiaries has good and marketable title to all Xxxxx Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the date of the Xxxxx Balance Sheet in the ordinary course of business), free and clear of all Liens, except for Liens for current Taxes not yet due and payable. All leases of Xxxxx Material Tangible Assets to which Xxxxx or any of its Subsidiaries 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.
Tangible Assets and Real Property. (a) Demeter owns, leases or has a valid right to use all tangible assets and properties which are material to the conduct of its business as currently conducted or which are reflected on the Demeter Balance Sheet or acquired since the Balance Sheet Date (the "Material Tangible Assets"). The Material Tangible Assets are in good operating condition and repair. Demeter has good title to all Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Demeter Balance Sheet Date in the ordinary course of business), free and clear of all Liens. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Material Tangible Assets and all other contracts or agreements under which Demeter claims the right to use Material Tangible Assets to which Demeter 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 Demeter 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 Finisar.
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.
