Tangible Property Clause Samples

Tangible Property. (i) mechanical systems, fixtures and equipment comprising a part of or attached to or located upon the Improvements, (ii) maintenance equipment and tools owned by Seller, located on the Land and used exclusively in connection with the Improvements, (iii) site plans, surveys, plans and specifications, marketing materials and floor plans in Seller's possession which relate exclusively to the Real Property, (iv) all signs, supplies, appliances, security systems, decorations, furniture, furnishings, machinery, landscaping and other tangible personal property owned by Seller, located at and/or used in connection with the leasing, management, operation, maintenance and/or repair of the Property, (v) pylons and other signs located on the Land, and (vi) other tangible property of every kind and character owned by Seller and located in or on the Real Property (collectively, the "TANGIBLE PROPERTY").

Tangible Property. (a) The Company does not own, and has not owned, any real property. Section 4.14(a) of the Company Disclosure Schedule contains a true, correct and complete list of each parcel of real property that, as of the date of this Agreement, is leased or licensed from or to a third party by the Company (“Leased Real Property”), the name of the third party lessor(s) or ▇▇▇▇▇▇(s) thereof, as the case may be, the date of the lease or license relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in all material Leased Real Property leased by it or license in all material Leased Real Property licensed by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company or the Business, the Company has valid and subsisting ownership or leasehold interests in all of the tangible personal assets and properties used or leased for use by the Company in connection with the conduct of the Business, free and clear of all Encumbrances, other than Permitted Encumbrances. (c) The plants, buildings, structures and equipment owned or leased by the Company have no material defects, are in good operating condition and repair in all material respects and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are, to the Knowledge of the Company, adequate and suitable in all material respects for their present uses and, in the case of plants, buildings and other structures (including the roofs thereof), structurally sound in all material respects.

Tangible Property. With respect to the tangible properties and assets of the Company and its Subsidiaries (excluding real property) that are material to the conduct of the businesses of the Company and its Subsidiaries, the Company and its Subsidiaries have good title to, or hold pursuant to valid and enforceable leases, all such properties and assets, with only such exceptions as, individually or in the aggregate, would not have a Material Adverse Effect on the Company. All of the assets of the Company and its Subsidiaries have been maintained and repaired for their continued operation and are in good operating condition, reasonable wear and tear excepted, and usable in the ordinary course of business, except where the failure to be in such repair or condition or so usable would not individually or in the aggregate have a Material Adverse Effect on the Company.

Tangible Property. Synacor and each of its Subsidiaries have good and valid title to, or a valid leasehold interest in, all the tangible properties and assets which it purports to own or lease, including all the tangible properties and assets reflected in the Synacor Balance Sheet. All tangible properties and assets reflected in the Synacor Balance Sheet are held free and clear of all Liens, except for Liens reflected on the Synacor Balance Sheet and Liens for current Taxes not yet due and for which adequate reserves have been established in accordance with GAAP and other Liens that do not materially impair the use of the property or assets subject thereto. The machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by Synacor or any of its Subsidiaries are, in the aggregate, sufficient and adequate to carry on their respective businesses in all material respects as conducted as of the date hereof, and Synacor and its Subsidiaries are in possession of and have good title to, or valid leasehold interests in or valid rights under contract to use, such machinery, equipment, furniture, fixtures and other tangible personal property and assets that are material to Synacor and its Subsidiaries, taken as a whole, free and clear of all Liens, except for conditions or defects in title that in the aggregate would not be reasonably likely to result in a Synacor Material Adverse Effect.

Tangible Property. (a) Section 5.14(a) of the Parent Disclosure Schedule contains a true, correct and complete list of (i) each item of real property (excluding leasehold improvements) owned, as of the date hereof, by Parent or any Parent Subsidiary (“Parent Owned Real Property”), (ii) each item of real property leased from a third party, as of the date hereof, by Parent or any Parent Subsidiary (“Parent Leased Real Property”), the name of the third party lessor(s) thereof, the date and term of the lease contract and the rental rate relating thereto and all amendments thereof. Except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, either Parent or a Parent Subsidiary has (i) legal, valid and marketable title to, and enjoys peaceful and undisturbed possession of, all Parent Owned Real Property owned by it, and (ii) a valid and subsisting leasehold interest in, and enjoys peaceful and undisturbed possession of, all Parent Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. There are no pending or, to the knowledge of Parent, threatened condemnation proceedings relating to, or any pending or, to the knowledge of Parent, threatened Actions relating to, Parent’s leasehold interests in such Parent Leased Real Property or any portion thereof. Except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, (i) each lease to which Parent or any Parent Subsidiary is a party with respect to the Parent Leased Real Property is in full force and effect and represents a legally valid and binding obligation of Parent or the Parent Subsidiary which is a party thereto, and to the Knowledge of Parent, represents a legally valid and binding obligation of the other parties thereto, (ii) each of Parent and the Parent Subsidiaries has performed, in all material respects, all obligations required to be performed by it under each of the leases with respect to the Parent Leased Real Property to which it is a party, (iii) neither Parent or any Parent Subsidiary is in material breach or violation of, or material default under, any of the leases with respect to the Parent Leased Real Property to which it is a party, nor has Parent or any Parent Subsidiary received any written notice that it has breached, violated or defaulted under any of such leases, and (iv) to the Knowledge of Parent, there is no breach by any other party or parties to any of the leases with respect to the Parent Leased Real Property. (b) ...

Tangible Property. All material Tangible Property of each of the Acquired Companies, wherever located, is, in the aggregate, (i) suitable, in all material respects, for the uses for which it is employed and (ii) in satisfactory operating condition in all material respects (except for ordinary wear and tear).

Tangible Property. 20 Section 5.31

Tangible Property. The facilities, machinery, equipment, furniture, leasehold improvements, fixtures, vehicles, structures, related capitalized items and other tangible property that are, individually or in the aggregate, material to the Company (the “Tangible Property”) are in good operating condition and repair, subject to continued repair and replacement in accordance with past practice, and are suitable for their intended use. During the past three years there has not been any significant interruption of the operations of the business of the Company due to inadequate maintenance of the Tangible Property or otherwise.

Tangible Property. The Company has good and marketable title to, or a valid leasehold interest in, all equipment, furniture and other tangible assets used in the ordinary course of its business and operations, free and clear of any Encumbrances other than Permitted Encumbrances. All of the assets, owned or leased by the Company are in good working order, ordinary wear and tear excepted, and suitable for the purposes for which they are being used.