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.
Appears in 4 contracts
Samples: Loan and Security Agreement (Synacor, Inc.), Merger Agreement (Synacor, Inc.), Merger Agreement (Qumu Corp)
Tangible Property. Synacor Rentrak 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 Rentrak Balance Sheet. All tangible properties and assets reflected in the Synacor Rentrak Balance Sheet are held free and clear of all Liens, except for Liens reflected on the Synacor Rentrak 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 Rentrak 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 Rentrak 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 Rentrak 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 Rentrak Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Rentrak Corp), Merger Agreement (Comscore, Inc.)
Tangible Property. Synacor comScore 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 comScore Balance Sheet. All tangible properties and assets reflected in the Synacor comScore Balance Sheet are held free and clear of all Liens, except for Liens reflected on the Synacor comScore 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 comScore 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 comScore 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 comScore 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 comScore Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Rentrak Corp), Merger Agreement (Comscore, Inc.)
Tangible Property. Synacor Hortonworks 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 Hortonworks Balance Sheet. All tangible properties and assets reflected in the Synacor Hortonworks Balance Sheet are held free and clear of all Liens, except for Liens reflected on the Synacor Hortonworks 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 Hortonworks 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 Hortonworks 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 Table of Contents property and assets that are material to Synacor Hortonworks 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 Hortonworks Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Hortonworks, Inc.)
Tangible Property. Synacor Hortonworks 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 Hortonworks Balance Sheet. All tangible properties and assets reflected in the Synacor Hortonworks Balance Sheet are held free and clear of all Liens, except for Liens reflected on the Synacor Hortonworks 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 Hortonworks 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 Hortonworks 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 Hortonworks 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 Hortonworks Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Cloudera, Inc.)