Tangible Assets. The Company and its Subsidiaries own or lease all tangible assets, if any, necessary for the conduct of their respective businesses as presently conducted. Each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice and is in good operating condition and repair, other than where such defects or the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (Crystal River Capital, Inc.), Merger Agreement (Criimi Mae Inc)
Tangible Assets. The Company and its Subsidiaries own or lease all tangible assets, if any, necessary for the conduct of their respective businesses as presently conducted. Each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair and is suitable for the purposes for which it is presently used, other than where such defects or the failures to have been so maintained or to be in such condition and repair defects would not not, individually or in the aggregate reasonably be expected to have a Material Adverse EffectEffect on the Company.
Appears in 3 contracts
Samples: Investment Agreement (Brascan Corp/), Investment Agreement (Criimi Mae Inc), Investment Agreement (Criimi Mae Inc)
Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and its Subsidiaries own or lease all other tangible assets, if any, assets necessary for the conduct of their respective its businesses as presently conducted. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it presently is used.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Specialty Care Network Inc), Merger Agreement (Rocky Mountain Internet Inc)
Tangible Assets. The Company and its Subsidiaries Subsidiary own or lease all buildings, machinery, equipment, and other tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conducted. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it presently is used.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Jpe Inc), Merger Agreement (Rainbow Technologies Inc)
Tangible Assets. The Company and its Subsidiaries Companies own or lease all buildings, machinery, equipment, and other tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conducted. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it presently is used.
Appears in 2 contracts
Samples: Merger Agreement (Rocky Mountain Internet Inc), Stock Purchase Agreement (Argosy Education Group Inc)
Tangible Assets. The Company and its the Company Subsidiaries own or lease all buildings, machinery, equipment, and other tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conductedconducted as of the date of this Agreement. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained substantially in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in purposes for which it is used as of the aggregate reasonably be expected to have a Material Adverse Effectdate of this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Volcom Inc), Purchase and Sale Agreement (Volcom Inc)
Tangible Assets. The Company Buyer and its the Buyer Subsidiaries own or lease all tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conducted. Each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear) and is suitable for the purposes for which it is presently used, other than where such defects or the failures to have been so maintained or to be in such condition and repair defects would not individually or in the aggregate reasonably be expected to have a Buyer Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Arch Communications Group Inc /De/), Merger Agreement (Mobilemedia Corp)
Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and its Subsidiaries own or lease all other tangible assets, if any, assets necessary for the conduct of their respective businesses the business as presently conducted or as proposed to be conducted. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects and is suitable for the purposes for which it is used currently. The Intellectual Property is not subject, also after the completion of the transaction contemplated in this Agreement, to any constraints or the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectlimitations.
Appears in 2 contracts
Samples: Acquisition and Stock Purchase Agreement (Synergy Empire LTD), Acquisition and Stock Purchase Agreement (Synergy Empire LTD)
Tangible Assets. The Company and its Subsidiaries Debtors own or lease all tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conducted. Each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear) and is suitable for the purposes for which it is presently used, other than where such defects or the failures to have been so maintained or to be in such condition and repair defects would not individually or in the aggregate reasonably be expected to have a Debtor Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Mobilemedia Corp), Merger Agreement (Arch Communications Group Inc /De/)
Tangible Assets. The Company and its Subsidiaries own owns or lease leases all tangible assets, if any, assets --------------- necessary for the conduct of their respective businesses its business as presently conducted. Each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice and practice, is in good operating condition and repair, other than where such defects repair (subject to normal wear and tear) and is suitable for the purposes for which it presently is used. No asset of the Company (tangible or the failures intangible) is subject to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectany Security Interest.
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Tangible Assets. The Company and its Subsidiaries Each of the Companies own or lease leases all tangible assets, if any, assets necessary for the conduct of their respective businesses business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it presently is used.
Appears in 1 contract
Tangible Assets. The Company and its Subsidiaries own owns or lease leases all tangible assets, if any, assets necessary for the conduct of their respective its businesses as presently currently conducted. Each such tangible asset is in a good state of maintenance and repair, free from material defects, has been maintained in accordance with normal industry practice defects and is in good operating condition (subject to normal wear and repair, other than where such defects or tear) and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it presently is used.
Appears in 1 contract
Tangible Assets. The Company and its Subsidiaries own or lease all buildings, Improvements, machinery, equipment, and other tangible assets, if any, assets necessary for the conduct of their respective businesses business as presently conducted. Each Any such material tangible asset is free from any material defects, has been maintained defects (patent and latent) and in accordance with normal industry practice and all material respects is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it presently is used.
Appears in 1 contract
Samples: Merger Agreement (Argo Tech Corp)
Tangible Assets. The Company and its Subsidiaries own owns or lease leases all tangible assets, if any, necessary for the conduct of their respective businesses its business as presently conducted. Each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice and is in good operating condition and repairrepair and has been properly maintained (given due account to the age and length of use of same, other than where such defects or ordinary wear and tear excepted) and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it is presently used.
Appears in 1 contract
Samples: Reorganization Agreement (Anchor Glass Container Corp /New)
Tangible Assets. The Company and its Subsidiaries own owns or lease leases all tangible assets, if any, assets necessary for the conduct of their respective its businesses as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from material defectsSecurity Interests and defects (patent and latent), has been maintained in accordance with normal industry practice and is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and, is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it presently is used.
Appears in 1 contract
Samples: Stock Purchase Agreement (Wade Cook Financial Corp)
Tangible Assets. The Each Company owns or leases all buildings , machinery, equipment and its Subsidiaries own or lease all other tangible assets, if any, assets necessary for the conduct of their respective businesses its business as presently conducted. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repair, other than where such defects or repair and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have purposes for which it presently is used. Schedule 5.15 sets forth a Material Adverse Effectlist of all material items of tangible assets of each Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (Spectrasite Holdings Inc)
Tangible Assets. The Company Debtor and its Subsidiaries own or lease all tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conducted. Each such material tangible asset is free from material defects, has been maintained in accordance with normal industry practice and practice, is in good operating condition and repair, other than where such defects or repair (subject to normal wear and tear) and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it is presently used.
Appears in 1 contract
Tangible Assets. The Company and its Subsidiaries Companies own or lease all buildings, machinery, equipment, and other tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conducted. Each To the Seller's knowledge, each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in purposes for which it presently is used. There are no professional appraisals of any material property of the aggregate reasonably be expected to have a Material Adverse EffectCompanies.
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Tangible Assets. The Company and its Subsidiaries own or lease all buildings, machinery, equipment, and other tangible assets, if any, assets necessary for the conduct of their respective businesses the Business as presently conducted. Each such tangible asset is free from any known material defects, has been maintained in accordance with normal industry practice and practice, is in good normal operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.purposes for which it presently is used. (o)
Appears in 1 contract
Samples: Stock Purchase Agreement (Roper Industries Inc /De/)
Tangible Assets. The Company and its Subsidiaries own or lease all --------------- buildings, machinery, equipment, and other tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conducted. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it presently is used.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Therma Wave Inc)
Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and its Subsidiaries own or lease all other tangible assets, if any, assets necessary for the conduct of their respective its businesses as presently conducted. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects and is suitable for the purposes for which it presently is used. A defect shall be deemed "material" if the cost of repair or the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectreplacement exceeds $5,000.
Appears in 1 contract
Samples: Stock Purchase Agreement (National Vision Associates LTD)