Title and Condition of Properties. (i) Neither the Company nor any of its Subsidiaries owns any real property. (ii) The leases described in Section 3.1(j) of the Disclosure Schedule (the "Property Leases") cover all of the real estate leased, used or occupied by the Company or any of its Subsidiaries. Each of the Property Leases is in full force and effect and the Company or one of its Subsidiaries holds a valid and existing leasehold or subleasehold interest under each of such Property Leases. The Company has delivered to Xxxxxxx complete and accurate copies of each of the Property Leases and none of such Property Leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to Xxxxxxx. Neither the Company nor any of its Subsidiaries is in default, and to the Knowledge of the Company no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases, and no other party thereto has the right to terminate, accelerate performance under or otherwise modify any of such leases. To the Knowledge of the Company, no lessor under any such lease is in default under any of such leases in its duties to the lessee. Except as set forth in Section 3.1(j) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leases. (iii) The Company or one of its Subsidiaries owns good and marketable title, free and clear of all Security Interests, to all of the personal property and assets reflected on the Latest Financials or acquired after June 30, 1998, except for (A) assets with an aggregate original purchase price of less than $100,000 which have been disposed of to non- affiliated third parties since June 30, 1998, in the Ordinary Course of Business, (B) Security Interests securing liabilities reflected on the Latest Financials and (C) Security Interests for current Taxes not yet due and payable. (iv) The Company's computer hardware, equipment and other tangible personal property and assets are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are useable for their respective intended purposes in the Ordinary Course of Business. The personal property and assets shown on the Latest Financials or acquired after June 30, 1998, the lease rights under the Property Leases and leases of personal property and the Intellectual Property owned or used by the Company or any of its Subsidiaries under valid license, collectively include all assets necessary to the conduct of the Company's and its Subsidiaries business as presently conducted. None of the Members, other employees or independent contractors of the Company or their respective Affiliates owns any rights, other than as would exist upon liquidation or distribution of the Company, in any material assets, real or personal, which are used by the Company or any of its Subsidiaries in its business.
Appears in 1 contract
Samples: Merger Agreement (Metzler Group Inc)
Title and Condition of Properties. (i) Neither the Company nor any of its Subsidiaries owns any real property.
(iia) The leases described Leases are in Section 3.1(j) of the Disclosure Schedule (the "Property Leases") cover all of the real estate leased, used or occupied by the Company or any of its Subsidiaries. Each of the Property Leases is in --------------------------------- full force and effect effect, and the Company or one of its Subsidiaries Seller (as indicated on such schedule) holds a valid and existing leasehold or subleasehold interest under each of such Property Leasesin the Leases described on Schedule 1.1(b). The Company --------------- Leases constitute all of the leases under which Seller holds a leasehold interest in real estate or personal property. Seller has delivered to Xxxxxxx Buyer complete and accurate copies of each of the Property Leases and none of such Property the Leases has have been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to XxxxxxxBuyer. Neither the Company nor any of its Subsidiaries Seller is not in default, and to the Knowledge of the Company no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases, and no other party thereto to such Leases has the right to terminate, accelerate performance under or otherwise modify any of such leasesLeases, including upon the giving of notice or passage of time. To the Knowledge of the CompanySeller's knowledge, no lessor under third party to any such lease Lease is in default under any of such leases in its duties to the lessee. Except as set forth in Section 3.1(j) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property LeasesLease.
(iiib) The Company or one of its Subsidiaries Except as disclosed on Schedule 5.18(b), Seller owns good and ---------------- marketable title, free and clear of all Security Interestsliens, charges, security interests, encumbrances and claims of others, to all of the personal property and assets reflected used in the Business or located on the Latest Financials or acquired after June 30, 1998any of their premises, except for (A) assets with an aggregate original purchase price liens of less than $100,000 which have been disposed of to non- affiliated third parties since June 30, 1998, in the Ordinary Course of Business, (B) Security Interests securing liabilities reflected on the Latest Financials and (C) Security Interests for current Taxes taxes not yet due and payable, and except for property and assets leased under the Leases. At the Closing, Seller shall convey good and marketable title to all of the personal property included within the Assets, free and clear of all liens, security interests, charges, encumbrances and claims of others, other than liens for current taxes not yet due and payable, and except for property and assets leased under the Leases.
(ivc) The CompanySeller's computer hardwaremachinery, equipment and other tangible personal property and assets are in good condition and repair, except for ordinary wear and tear not caused excepted, in all material respects and are usable in the ordinary course of business. Seller owns or leases under valid leases all buildings, machinery, equipment and other tangible assets necessary for the conduct of its Business as currently conducted by neglectit. All vehicles, tractors, and are useable for their respective intended purposes in the Ordinary Course of Business. The personal property and assets shown on the Latest Financials or acquired after June 30, 1998, the lease rights under the Property Leases and leases of personal property and the Intellectual Property other equipment owned or used leased by Seller are in material compliance with all regulations issued by any federal or state governmental authority.
(d) Seller is not in material violation of any applicable zoning, building, fire or other ordinance or other law, regulation or requirement relating to the Company operation of owned or leased properties, including, without limitation, applicable environmental protection and occupational health and safety laws and regulations. Within the five years prior to the date of this Agreement, Seller has not received any notice of any such violation or any condemnation proceeding with respect to any properties owned, used or leased by it, except as has been previously disclosed to Buyer in writing.
(e) The Assets represent all of its Subsidiaries under valid license, collectively include all the assets necessary to utilized by Seller in the conduct of the Company's and its Subsidiaries business as presently conducted. None of the Members, other employees or independent contractors of the Company or their respective Affiliates owns any rights, Business (other than as would exist upon liquidation or distribution of the Company, those retained by Seller in any material assets, real or personal, which are used by the Company or any of its Subsidiaries in its business(S)1.3 hereof).
Appears in 1 contract
Title and Condition of Properties. (ia) Neither The Seller owns no real estate related to the Company nor any of its Subsidiaries owns any real propertyBusiness other than the property located at 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000.
(iib) The leases described Seller holds no leasehold interest in Section 3.1(j) of the Disclosure Schedule (the "Property Leases") cover all of the real estate leased, used or occupied by the Company or any of its Subsidiaries. Each of the Property Leases is in full force and effect and the Company or one of its Subsidiaries holds a valid and existing leasehold or subleasehold interest under each of such Property Leases. The Company has delivered to Xxxxxxx complete and accurate copies of each of the Property Leases and none of such Property Leases has been modified in any material respect, except related to the extent that such modifications are disclosed by the copies delivered to Xxxxxxx. Neither the Company nor any of its Subsidiaries is in default, and to the Knowledge of the Company no circumstances exist which would result in such default Business.
(including upon the giving of notice or the passage of time, or both), under any of such Property Leases, and no other party thereto has the right to terminate, accelerate performance under or otherwise modify any of such leases. To the Knowledge of the Company, no lessor under any such lease is in default under any of such leases in its duties to the lessee. c) Except as set forth in Section 3.1(j) of the Disclosure Scheduleon Schedule 3.8(c), neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leases.
(iii) The Company or one of its Subsidiaries Seller owns good and marketable title, free and clear of all Security Interestsliens, charges, security interests, encumbrances, encroachments and claims of others, to all of the personal property and assets reflected on the Latest Financials or acquired after June 30, 1998Purchased Assets, except for (A) assets with an aggregate original purchase price leased equipment, for liens of less than $100,000 which have been disposed of to non- affiliated third parties since June 30, 1998, in the Ordinary Course of Business, (B) Security Interests securing liabilities reflected on the Latest Financials and (C) Security Interests for current Taxes taxes not yet due and payablepayable (“Permitted Encumbrances”), and all of such personal property is necessary or useful in the conduct of the Business. At the Closing, Seller shall sell, assign, transfer and convey to Purchaser all of the personal property included within the Purchased Assets, free and clear of all liens, security interests, charges, encumbrances and claims of others, other than Permitted Encumbrances.
(ivd) The Company's computer hardwareSeller’s leased premises, machinery, equipment and other tangible personal property and assets are in good condition and repairrepair in all material respects, except for ordinary wear and tear not caused by neglect, have been maintained in accordance with normal industry standards and are useable for their respective intended purposes usable in the Ordinary Course ordinary course of Businessbusiness. The personal property and assets shown on the Latest Financials Seller owns or acquired after June 30, 1998, the lease rights under the Property Leases and leases of personal property and the Intellectual Property owned or used by the Company or any of its Subsidiaries under valid licenseleases all buildings, collectively include all machinery, equipment and other tangible assets necessary to for the conduct of the Company's Business.
(e) The Purchased Assets and its Subsidiaries business the Excluded Assets, together with the services and arrangements described on the Contracts Schedule, comprise all assets and services required for the continued conduct of the Business by the Purchaser as presently now being conducted. None The Purchased Assets and the Excluded Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business during the past twelve months (except supplies utilized, cash disposed of, accounts receivable collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of business). There are no assets or properties used in the operation of the Members, other employees or independent contractors of the Company or their respective Affiliates owns Business and owned by any rights, Person other than the Seller that will not be leased or licensed to the Purchaser under valid, current leases or license arrangements, except as would exist upon liquidation set forth in this Agreement. The Purchased Assets are in all material respects adequate for the purposes for which such assets are currently used or distribution of are held for use, and are in reasonably good repair and operating condition (subject to normal wear and tear) and there are no facts or conditions affecting the CompanyPurchased Assets which could, individually or in the aggregate, interfere in any material assetsrespect with the use, real occupancy or personaloperation thereof as currently used, which are used by the Company occupied or any of its Subsidiaries in its businessoperated, or their adequacy for such use.
Appears in 1 contract
Title and Condition of Properties. (ia) Neither the Company nor any of its Subsidiaries The Seller owns any no real propertyestate.
(iib) The leases described in Section 3.1(jon the "Leases Schedule" attached hereto as Schedule 3.8(b) of the Disclosure Schedule (the "Property LeasesLease Agreement") cover all of the real estate leased, used or occupied by the Company or any of its Subsidiaries. Each of the Property Leases is in full force and effect effect, and the Company or one of its Subsidiaries Seller (as indicated on such schedule) holds a valid and existing leasehold or subleasehold interest under each of such Property LeasesLease Agreement for the term set forth on the Leases Schedule. The Company Lease Agreement described on the Leases Schedule constitutes the only lease under which Seller holds a leasehold interest in real estate. Seller has delivered to Xxxxxxx Purchaser complete and accurate copies of each of the Property Lease Agreement described on the Leases Schedule, and none of such Property Leases Lease Agreement has not been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to XxxxxxxPurchaser. Neither the Company nor any of its Subsidiaries Seller is not in default, and to the Knowledge of the Company no circumstances exist which would result in default under such default (including upon the giving of notice or the passage of time, or both), under any of such Property LeasesLease Agreement, and no other party thereto to such Lease Agreement has the right to terminate, accelerate performance under or otherwise modify any such Lease Agreement, including upon the giving of such leasesnotice or the passage of time. To the Knowledge best of the CompanySeller's knowledge, no lessor under any third party to such lease Lease Agreement is in default under any of such leases in its duties to the lessee. Except as set forth in Section 3.1(j) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property LeasesLease Agreement.
(iiic) The Company real estate demised by the Lease Agreement described on the Leases Schedule constitutes all of the real estate presently owned, used or one occupied by Seller in the conduct of its Subsidiaries the Business.
(d) Seller owns good and marketable title, free and clear of all Security Interestsliens, charges, security interests, encumbrances, encroachments and claims of others, to all of the Purchased Assets, except for leased equipment, for liens of current taxes not yet due and payable (which shall be pro-rated) and liens disclosed on the Latest Balance Sheet ("Permitted Encumbrances"), and all of such personal property is necessary or useful in the conduct of the Business as presently conducted by Seller. At the Closing, Seller shall sell, assign, transfer and convey to Purchaser by customary Bill xx Sale good and marketable title to all of the personal property included within the Purchased Assets, free and assets reflected on the Latest Financials or acquired after June 30clear of all liens, 1998security interests, except for (A) assets with an aggregate original purchase price charges, encumbrances and claims of less others, other than $100,000 which have been disposed of to non- affiliated third parties since June 30, 1998, in the Ordinary Course of Business, (B) Security Interests securing liabilities reflected on the Latest Financials and (C) Security Interests for current Taxes not yet due and payablePermitted Encumbrances.
(ive) The CompanySeller's computer hardwarebuildings, machinery, equipment and other tangible personal property and assets are in good condition and repair, except for ordinary repair in all material respects (other than normal wear and tear not caused by neglecttear), have been maintained in accordance with normal industry standards and are useable for their respective intended purposes usable in the Ordinary Course ordinary course of Businessbusiness. The personal property and assets shown on the Latest Financials Seller owns or acquired after June 30, 1998, the lease rights under the Property Leases and leases of personal property and the Intellectual Property owned or used by the Company or any of its Subsidiaries under valid licenseleases all buildings, collectively include all machinery, equipment and other tangible assets necessary to for the conduct of the Company's and its Subsidiaries business Business as presently conducted. None .
(f) Since the commencement of Seller's tenancy under the Lease Agreement, Seller has received no notice of any violation of any applicable zoning, building, fire or other ordinance or other law, regulation or requirement relating to the operation of the Members, other employees or independent contractors leased real property that is the subject of the Company Lease Agreement and Seller has not within three years prior to the date of this Agreement received any such notice with respect to owned or their respective Affiliates owns leased personal property included in the Purchased Assets, including, without limitation, applicable environmental protection and occupational health and safety laws and regulations or any rightscondemnation proceeding with respect to any properties owned, used or leased by Seller.
(g) The Purchased Assets and the Excluded Assets, together with the services and arrangements described on the Contracts Schedule, comprise all assets and services required for the continued conduct of the Business by the Purchaser as now being conducted. The Purchased Assets and the Excluded Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business during the past twelve months (except supplies utilized, cash disposed of, accounts receivable collected, prepaid expenses realized, contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of business). Except for the Excluded Assets, there are no assets or properties used in the operation of the Business and owned by any person other than as would exist upon liquidation the Seller that are not included in the Purchased Assets. The Purchased Assets are in all material respects adequate for the purposes for which such assets are currently used or distribution of the Companyare held for use, and are in any material assets, real or personal, which are used by the Company or any of its Subsidiaries in its businessreasonably good repair and operating condition (subject to normal wear and tear).
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement (Clark/Bardes Holdings Inc)
Title and Condition of Properties. (ia) Neither the Company nor any of its Subsidiaries The Seller owns any no real propertyestate.
(iib) The leases To Seller's knowledge, the lease occupancy agreement described in Section 3.1(j) of on the Disclosure "Leases Schedule" attached hereto as Schedule 3.7 (the "Property LeasesLease") cover all of the real estate leased, used or occupied by the Company or any of its Subsidiaries. Each of the Property Leases is in full force and effect effect, and the Company or one of its Subsidiaries Rich holds a valid and existing leasehold or subleasehold interest under each of such Property Leasesagreement for the term and under the conditions set forth in such lease. The Company Lease described on the Leases Schedule constitutes the only lease under which Seller or Rich holds a leasehold interest in real estate related to the Business. Seller has delivered to Xxxxxxx Purchasers complete and accurate copies of each of the Property Lease described on the Leases Schedule, and none of such Property Leases Lease has not been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to XxxxxxxPurchasers. Neither the Company nor any of its Subsidiaries To Seller's knowledge, Seller is not in defaultdefault under such Lease, and to the Knowledge of the Company no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases, and no other party thereto has the right to terminate, accelerate performance under or otherwise modify any of such leases. To the Knowledge of the CompanySeller's knowledge, no lessor under any such lease third party to the Lease is in default under any of such leases in its duties to the lessee. Except as set forth in Section 3.1(j) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leasesthereunder.
(iiic) The Company real estate demised by the Lease described on the Leases Schedule constitutes all of the real estate owned, used or one of its Subsidiaries occupied by Seller.
(d) Seller owns good and marketable title, free and clear of all Security Interestsliens, charges, security interests, encumbrances, encroachments and claims of others, to all of the Purchased Assets, except for leased equipment, for liens of current real property taxes, personal property taxes or ad valorem taxes not yet due and payable (which shall be pro-rated) and liens disclosed on the Latest Balance Sheet ("Permitted Encumbrances"). At the Closing, Seller shall sell, assign, transfer and convey to Purchasers by customary Xxxx of Sale good and marketable title to all of the personal property included within the Purchased Assets, free and assets reflected on the Latest Financials or acquired after June 30clear of all liens, 1998security interests, except for (A) assets with an aggregate original purchase price charges, encumbrances and claims of less others, other than $100,000 which have been disposed of to non- affiliated third parties since June 30, 1998, in the Ordinary Course of Business, (B) Security Interests securing liabilities reflected on the Latest Financials and (C) Security Interests for current Taxes not yet due and payablePermitted Encumbrances.
(ive) The CompanySeller's computer hardwareleased premises, equipment and other tangible personal property and assets are in good condition and repairrepair in all material respects, except for ordinary normal wear and tear not caused by neglectexcepted, have been maintained in accordance with normal industry standards and are useable for their respective intended purposes usable in the Ordinary Course ordinary course of Businessbusiness. The personal property and assets shown on the Latest Financials Seller owns or acquired after June 30, 1998, the lease rights under the Property Leases and leases of personal property and the Intellectual Property owned or used by the Company or any of its Subsidiaries under valid licenseleases all buildings, collectively include all equipment and other tangible assets necessary to for the conduct of the Company's Business.
(f) Seller is not in violation of any applicable zoning, building, fire or other ordinance or other law, regulation or requirement relating to the operation of owned or leased properties, including, without limitation, applicable environmental protection and its Subsidiaries business occupational health and safety laws and regulations, except for such violations which would not have a Seller Material Adverse Effect. Within the three years prior to the date of this Agreement, Seller has received no notice of any such violation or any condemnation proceeding with respect to any properties owned, used or leased by Seller.
(g) The Purchased Assets, together with the services and arrangements described on the Contracts Schedule, comprise all assets and services required for the continued conduct of the Business by the Purchasers as presently now being conducted. None Except for the Excluded Assets, there are no assets or properties used in the operation of the Members, other employees or independent contractors of the Company or their respective Affiliates owns Business and owned by any rights, Person other than as would exist upon liquidation the Seller that will not be leased or distribution of licensed to the CompanyPurchasers under valid, current leases or license arrangements. The Purchased Assets are in all material respects adequate for the purposes for which such assets are currently used or are held for use, and are in reasonably good repair and operating condition (subject to normal wear and tear) and there are no facts or conditions affecting the Purchased Assets which could, individually or in the aggregate, interfere in any material assetsrespect with the use, real occupancy or personaloperation thereof as currently used, which are used by the Company occupied or any of its Subsidiaries in its businessoperated, or their adequacy for such use.
Appears in 1 contract
Samples: Asset Purchase Agreement (Clark/Bardes Holdings Inc)
Title and Condition of Properties. (ia) Neither the Company nor any of its Subsidiaries The Seller owns any no real propertyestate.
(iib) The leases lease described in Section 3.1(jon the "Leases Schedule" attached hereto as Schedule 3.8(b) of the Disclosure Schedule (the "Property LeasesLease") cover all of the real estate leased, used or occupied by the Company or any of its Subsidiaries. Each of the Property Leases is in full force and effect effect, and the Company or one of its Subsidiaries Seller (as indicated on such schedule) holds a valid and existing leasehold or subleasehold interest under each of such Property Leaseslease for the term set forth on the Leases Schedule. The Company lease described on the Leases Schedule constitutes the only lease under which Seller holds a leasehold interest in real estate. Seller has delivered to Xxxxxxx CBI complete and accurate copies of each of the Property lease described on the Leases Schedule, and none of such Property Leases lease has not been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to XxxxxxxCBI. Neither the Company nor any of its Subsidiaries Seller is not in default, and to the Knowledge of the Company no circumstances exist which would result in default under such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leaseslease, and no other party thereto to such lease has the right to terminate, accelerate performance under or otherwise modify any such lease, including upon the giving of such leasesnotice or the passage of time. To the Knowledge best of the CompanySeller's knowledge, no lessor under any third party to such lease is in default under any of such leases in its duties to the lessee. Except as set forth in Section 3.1(j) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leaseslease.
(iiic) The Company real estate demised by the lease described on the Leases Schedule constitutes all of the real estate presently owned, used or one occupied by Seller in the conduct of its Subsidiaries the Business.
(d) Seller owns good and marketable title, free and clear of all Security Interestsliens, charges, security interests, encumbrances, encroachments and claims of others, to all of the Purchased Assets, except for leased equipment, for liens of current taxes not yet due and payable (which shall be prorated) and liens disclosed on the Latest Balance Sheet ("Permitted Encumbrances"), and all of such personal property is necessary or useful in the conduct of the Business as presently conducted by Seller. At the Closing, Seller shall sell, assign, transfer and convey to CBI by customary Bill xx Sale good and marketable title to all of the personal property included within the Purchased Assets, free and assets reflected on the Latest Financials or acquired after June 30clear of all liens, 1998security interests, except for (A) assets with an aggregate original purchase price charges, encumbrances and claims of less others, other than $100,000 which have been disposed of to non- affiliated third parties since June 30, 1998, in the Ordinary Course of Business, (B) Security Interests securing liabilities reflected on the Latest Financials and (C) Security Interests for current Taxes not yet due and payablePermitted Encumbrances.
(ive) The CompanySeller's computer hardwarebuildings, machinery, equipment and other tangible personal property and assets are in good condition and repair, except for ordinary repair in all material respects (other than normal wear and tear not caused by neglecttear), have been maintained in accordance with normal industry standards and are useable for their respective intended purposes usable in the Ordinary Course ordinary course of Businessbusiness. The personal property and assets shown on the Latest Financials Seller owns or acquired after June 30, 1998, the lease rights under the Property Leases and leases of personal property and the Intellectual Property owned or used by the Company or any of its Subsidiaries under valid licenseleases all buildings, collectively include all machinery, equipment and other tangible assets necessary to for the conduct of the Company's and its Subsidiaries business Business as presently conducted. None .
(f) Since the commencement of Seller's tenancy under the Lease Agreement, Seller has received no notice of any violation of any applicable zoning, building, fire or other ordinance or other law, regulation or requirement relating to the operation of the Members, other employees or independent contractors leased real property that is the subject of the Company Lease Agreement and Seller has not within three years prior to the date of this Agreement received any such notice with respect to owned or their respective Affiliates owns leased personal property included in the Purchased Assets, including, without limitation, applicable environmental protection and occupational health and safety laws and regulations or any rightscondemnation proceeding with respect to any properties owned, used or leased by Seller.
(g) The Purchased Assets and the Excluded Assets, together with the services and arrangements described on the Contracts Schedule, comprise all assets and services required for the continued conduct of the Business by the Purchasers as now being conducted. The Purchased Assets and the Excluded Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business during the past twelve months (except supplies utilized, cash disposed of, accounts receivable collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of business). Except for the Excluded Assets, there are no assets or properties used in the operation of the Business and owned by any person other than as would exist upon liquidation the Seller that are not included in the Purchased Assets. The Purchased Assets are in all material respects adequate for the purposes for which such assets are currently used or distribution of are held for use, and are in reasonably good repair and operating condition (subject to normal wear and tear) and there are no facts or conditions affecting the CompanyPurchased Assets which could, individually or in the aggregate, interfere in any material assetsrespect with the use, real occupancy or personaloperation thereof as currently used, which are used by the Company occupied or any of its Subsidiaries in its businessoperated, or their adequacy for such use.
Appears in 1 contract
Samples: Asset Purchase Agreement (Clark/Bardes Holdings Inc)
Title and Condition of Properties. (i1) Neither the Company nor any of its Subsidiaries Seller owns any no real propertyestate.
(ii2) The leases described in Section 3.1(j) of the Disclosure Schedule (on the "Property Leases Schedule" attached hereto as Schedule 1.1(d) (individually, a "Lease" and, collectively, the "Leases") cover all of the real estate leased, used or occupied by the Company or any of its Subsidiaries. Each of the Property Leases is are in full force and effect effect, and the Company or one of its Subsidiaries Seller (as indicated on such schedule) holds a valid and existing leasehold or subleasehold interest under each of such Property Leasesthe Leases for the term set forth on the Leases Schedule. The Company Leases constitute all of the leases under which Seller holds a leasehold interest in real estate. Seller has delivered to Xxxxxxx Purchaser complete and accurate copies of each of the Property Leases Leases, and none of such Property the Leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to XxxxxxxPurchaser. Neither the Company nor any of its Subsidiaries Seller is not in default, and to the Knowledge of the Company no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property the Leases, and no other party thereto to the Leases has the right to terminate, accelerate performance under or otherwise modify any of such leasesthe Leases, including upon the giving of notice or the passage of time. To the Knowledge best of the CompanySeller's knowledge, no lessor under third party to any such lease Lease is in default under any of such leases Lease. At the Closing, Seller shall assign and legally transfer to Purchaser its leasehold interest in its duties the Leases, subject to obtaining the lessee. Except as set forth in Section 3.1(j) consent of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any lessor under each of the Property LeasesLeases if required by the terms of the applicable Lease or governing law, free and clear of all liens, security interests, charges and other encumbrances.
(iii3) The Company real estate demised by the Leases constitutes all of the real estate used or one occupied by Seller, and no other real estate is necessary for the conduct of its Subsidiaries the Business in the manner conducted by Seller.
(4) Seller owns good and marketable title, free and clear of all Security Interestsliens, charges, security interests, encumbrances, encroachments and claims of others, to all of the personal property and assets reflected shown on the Latest Financials Balance Sheet or acquired after June 30, 1998thereafter in the ordinary course of business (or otherwise with Purchaser's approval) or located on any of its premises, except for liens of current taxes not yet due and payable (Awhich shall be pro-rated) assets with an aggregate original purchase price of less than $100,000 which have been disposed of to non- affiliated third parties since June 30, 1998, in the Ordinary Course of Business, (B) Security Interests securing liabilities reflected and liens disclosed on the Latest Financials Balance Sheet. At the Closing, Seller shall sell, assign, transfer and (C) Security Interests convey to Purchaser by customary xxxx of sale good and marketable title to all of the personal property included within the Purchased Assets, free and clear of all liens, security interests, charges, encumbrances and claims of others, other than liens for current Taxes taxes not yet due and payable.
(iv5) The CompanySeller's computer hardwarebuildings, machinery, equipment and other tangible personal property and assets used in the operation of the Business (including, without limitation, the equipment listed in Schedule 1.1(e)) are in good operating condition and repair, except for ordinary wear and tear not caused by neglect, have been maintained in accordance with normal industry standards and are useable for their respective intended purposes usable in the Ordinary Course ordinary course of Businessbusiness. The personal property and assets shown on the Latest Financials Seller owns or acquired after June 30, 1998, the lease rights under the Property Leases and leases of personal property and the Intellectual Property owned or used by the Company or any of its Subsidiaries under valid licenseleases all buildings, collectively include all machinery, equipment and other tangible assets necessary to for the conduct of the Company's and its Subsidiaries business as presently conducted. None Business in the manner conducted by Seller.
(6) Seller is not aware of any violation of any applicable zoning, building, fire or other ordinance or other law, regulation or requirement relating to the Members, other employees or independent contractors operation of the Company or their respective Affiliates owns any rights, other than as would exist upon liquidation or distribution of the Company, in any material assets, real or personal, which are used by the Company or any of its Subsidiaries leased or occupied properties, including, without limitation, any applicable environmental protection or occupational health and safety laws and regulations ("OSHA") except for any non-OSHA violations that, in its businessthe aggregate, would not have a material adverse effect on the Business. Within the three (3) years prior to the date of this Agreement, neither Seller nor Parent has received any written notice of any such violation (except with respect to any non-OSHA violation that no longer exists) or any condemnation proceeding with respect to any properties used or leased by Seller.
Appears in 1 contract
Title and Condition of Properties. (ia) Neither Schedule 3.06(a) contains a complete and accurate list of all real property, leaseholds or other interests therein owned by each Company (the “Real Property”). The Companies and the Shareholders have delivered or made available to the Purchaser copies of the deeds and other instruments (as recorded) by which each Company nor acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Shareholders or each Company relating to such Real Property.
(b) Schedule 3.06(b) contains a detailed list of all the tangible property grouped as to type, including the cost, accumulated depreciation and net book value, used in the operation of the Facilities (the “Tangible Property”). Each Company has good and marketable fee simple title to the Tangible Property free and clear of all Liens other than the Permitted Liens and Liens relating to Indebtedness which will be paid off at Closing. Except as disclosed on Schedule 3.06(b), all of the Tangible Property is located at the Real Property and the Companies have the full and unqualified right to require the immediate return of any of its Subsidiaries owns any real property.
(ii) The leases described in Section 3.1(j) Tangible Property which is not located at the Real Property. To the knowledge of the Disclosure Schedule (Shareholders and the "Companies, all Tangible Property Leases") cover all is in good working order and repair and is sufficient for the operation of the real estate leasedFacilities as presently conducted. Except as disclosed on Schedule 3.06(b), used or occupied by to the Company or any of its Subsidiaries. Each knowledge of the Shareholders and the Companies, all contracts or agreements pursuant to which the Companies may hold or use any interest owned or claimed by it in or to the Tangible Property Leases is are in full force and effect and the Company or one of its Subsidiaries holds a valid and existing leasehold or subleasehold interest under each of such Property Leaseseffect. The No Company has delivered to Xxxxxxx complete and accurate copies of each of the Property Leases and none of such Property Leases has been modified in any material respect, except to the extent received written notice claiming that such modifications are disclosed by the copies delivered to Xxxxxxx. Neither the Company nor any of its Subsidiaries is in default, and to the Knowledge of the Company no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases, and no other party thereto has the right to terminate, accelerate performance under or otherwise modify any of such leases. To the Knowledge of the Company, no lessor under any such lease is contracts or agreements are not in default under any of such leases in its duties to the lessee. Except as set forth in Section 3.1(j) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leasesfull force and effect.
(iiic) The Each Company or one of its Subsidiaries owns good and marketable title, free and clear of all Security InterestsLiens, to all of the personal property and assets reflected shown on the Company Latest Financials Balance Sheet or acquired after June 30, 1998, except for (A) assets with an aggregate original purchase price of less than $100,000 which have been disposed of to non- affiliated third parties since June 30, 1998, thereafter in the Ordinary Course of BusinessBusiness or located at any of the Facilities, (B) Security Interests securing liabilities reflected on the Latest Financials except for Permitted Liens and (C) Security Interests for current Taxes not yet due and payableLiens relating to Indebtedness which will be paid off at Closing.
(ivd) The Except as disclosed on Schedule 3.06(d), to the knowledge of the Shareholders and the Companies, each Company's computer hardware’s buildings, machinery, equipment and other tangible personal property and assets used in the operation of the Facilities are in good operating condition and repair, except for ordinary wear and tear not caused by neglect, repair and are useable for their respective intended purposes usable in the Ordinary Course of Business. The personal property and assets shown Business as conducted on the Latest Financials date of this Agreement. Each Company owns or acquired after June 30, 1998, the lease rights under the Property Leases and leases of personal property and the Intellectual Property owned or used by the Company or any of its Subsidiaries under valid licenseleases all buildings, collectively include all machinery, equipment and other tangible assets necessary to for the conduct of the Company's Business as conducted on the date of this Agreement. All buildings, improvements or other property owned or leased by each Company are adequately supplied with utilities and its Subsidiaries business as presently conductedother services at customary charges necessary for the operation thereof (including gas, electricity, water, telephone, sanitary and storm sewer and access to public roads). None Any tap fees, hook-up fees or other associated charges accrued to date with respect to the Facilities have been fully paid with respect to all potable and industrial water and all gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Facilities and no such fees or charges remain outstanding. The Tangible Property, buildings, plants, structures and equipment of each Company are sufficient for the continued conduct of the MembersBusiness of such Company after the Closing, in substantially the same manner as conducted prior to the Closing.
(e) There is no material violation of any applicable zoning, building, fire or other employees ordinance or independent contractors other Law relating to the operation of the Company Business on the Real Property, including any applicable environmental protection or their respective Affiliates owns any rights, other than as would exist upon liquidation or distribution occupational health and safety Laws. Final certificates of the Company, in any material assets, real or personal, which are used occupancy and/or use have been duly issued for each Facility by the applicable Governmental Agency. Within the three years immediately preceding the date of this Agreement, neither any Company nor any Shareholder has received notice of any such violation or any of its Subsidiaries in its businesscondemnation proceeding with respect to the Real Property.
Appears in 1 contract
Samples: Stock Purchase Agreement (Omega Healthcare Investors Inc)
Title and Condition of Properties. (ia) Neither the Company nor any of its Subsidiaries owns any real property.
(ii) Leased Real Property. The leases described in Section 3.1(jfor Leased Retail Stores and the warehouse lease on Schedule 3.11(a) of the Disclosure Schedule attached hereto (the "Property LeasesPROPERTY LEASES") cover all of the real estate leased, used or occupied leased by the Company Sellers or any of its SubsidiariesShareholders in connection with the Business. Each of the Property Leases is in full force and effect and the Company or one of its Subsidiaries holds a applicable Sellers hold valid and existing leasehold or subleasehold interest interests under each of such Property Leases. The Company has Sellers have delivered to Xxxxxxx Buyer complete and accurate copies of each of the Property Leases Leases, and none of such Property Leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to XxxxxxxBuyer. Neither the Company nor any of its Subsidiaries No Seller is in material default, and to the Knowledge of the Company no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases, and no other party thereto has the right to terminate, accelerate performance under or otherwise modify any of such leases. To the Knowledge knowledge of the CompanySellers and Shareholders, no lessor under any such lease is in default under any of such leases in its duties to the lessee. Except as set forth in Section 3.1(j) of Neither the Disclosure Schedule, neither Sellers nor the Company nor any of its Subsidiaries has Shareholders have assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leases.
(iiib) The Company or one Title; Condition and Sufficiency of its Subsidiaries owns Assets. Sellers own good and marketable title, free and clear of all Security Interests, to all of the personal property Purchased Assets and assets reflected on the Latest Financials or acquired after June 30, 1998, except for (A) assets with an aggregate original purchase price of less than $100,000 which have been disposed of to non- affiliated third parties since June 30, 1998, in Owned Retail Stores. The Purchased Assets and the Ordinary Course of Business, (B) Security Interests securing liabilities reflected on the Latest Financials and (C) Security Interests for current Taxes not yet due and payable.
(iv) The Company's computer hardware, equipment and other tangible personal property and assets Retail Stores are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are useable for their respective intended purposes in the Ordinary Course ordinary course of Businessbusiness. The personal property and assets shown on the Latest Financials or acquired after June 30, 1998, the lease rights under the Property Leases and leases of personal property Purchased Assets and the Intellectual Property owned or used by the Company or any of its Subsidiaries under valid license, Retail Stores collectively include all assets necessary to the conduct of the Company's and its Subsidiaries business Business as presently conducted. None of conducted and all assets which were used to conduct the Members, other employees or independent contractors of Business since the Company or their respective Affiliates owns any rightsLatest Balance Sheet Date, other than as would exist upon liquidation assets sold or distribution otherwise disposed of in the ordinary course of business to non-affiliated third parties. No Seller other than the recipients of the Company, in Final Purchase Price or portion thereof own any material assets, real or personal, which are used by in the Company or any of its Subsidiaries in its businessBusiness.
Appears in 1 contract
Title and Condition of Properties. (ia) Neither the Company nor any of its Subsidiaries The Seller owns any no real propertyestate.
(iib) The leases described in Section 3.1(jon the "Leases Schedule" attached hereto as Schedule 3.8(b) of the Disclosure Schedule (the "Property LeasesLease") cover all of the real estate leased, used or occupied by the Company or any of its Subsidiaries. Each of the Property Leases is are in full force and effect effect, and the Company or one of its Subsidiaries Seller (as indicated on such schedule) holds a valid and existing leasehold or subleasehold interest under each of such Property Leasesleases for the term set forth in such leases. The Company leases described on the Leases Schedule constitute the only leases under which Seller holds a leasehold interest in real estate. Seller has delivered to Xxxxxxx Purchasers complete and accurate copies of each of the Property leases described on the Leases Schedule, and none of such Property Leases has leases have not been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to XxxxxxxPurchasers. Neither the Company nor any of its Subsidiaries Seller is not in defaultdefault under such leases, and no other party to such leases has the Knowledge of the Company no circumstances exist which would result in right currently to terminate, accelerate performance under or otherwise modify such default (lease, including upon the giving of notice or the passage of time. To the Seller's knowledge, no third party to such leases is in default under such lease.
(c) The real estate demised by the leases described on the Leases Schedule constitutes all of the real estate owned, used or both), under any of such Property Leasesoccupied by Seller, and no other party thereto has real estate is necessary for the right to terminate, accelerate performance under or otherwise modify any of such leases. To the Knowledge conduct of the Company, no lessor under any such lease is in default under any of such leases in its duties to the lessee. Except Business as set forth in Section 3.1(j) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leasescurrently conducted.
(iiid) The Company or one of its Subsidiaries Seller owns good and marketable title, free and clear of all Security Interestsliens, charges, security interests, encumbrances, encroachments and claims of others, to all of the Purchased Assets, except for leased equipment, for liens of current taxes not yet due and payable (which shall be pro-rated) and liens disclosed on the Latest Balance Sheet ("Permitted Encumbrances"), and all of such personal property as is necessary in the conduct of the Business as currently conducted. At the Closing, Seller shall sell, assign, transfer and convey to Purchasers by customary Xxxx of Sale good and marketable title to all of the personal property included within the Purchased Assets, free and assets reflected on the Latest Financials or acquired after June 30clear of all liens, 1998security interests, except for (A) assets with an aggregate original purchase price charges, encumbrances and claims of less others, other than $100,000 which have been disposed of to non- affiliated third parties since June 30, 1998, in the Ordinary Course of Business, (B) Security Interests securing liabilities reflected on the Latest Financials and (C) Security Interests for current Taxes not yet due and payablePermitted Encumbrances.
(ive) The CompanySeller's computer hardwareleased premises, equipment and other tangible personal property and assets are in good condition and repairrepair in all material respects, except for ordinary normal wear and tear not caused by neglectexcepted, and are useable for their respective intended purposes usable in the Ordinary Course ordinary course of Businessbusiness. The personal property and assets shown on the Latest Financials Seller owns or acquired after June 30, 1998, the lease rights under the Property Leases and leases of personal property and the Intellectual Property owned or used by the Company or any of its Subsidiaries under valid licenseleases all buildings, collectively include all equipment and other tangible assets necessary to for the conduct of the Company's Business as currently conducted.
(f) Seller has received no notice of any violation of any applicable zoning, building, fire or other ordinance or other law, regulation or requirement relating to the operation of owned or leased properties, including, without limitation, applicable environmental protection and its Subsidiaries business occupational health and safety laws and regulations. Within the three years prior to the date of this Agreement, Seller has received no notice of any such violation or any condemnation proceeding with respect to any properties owned, used or leased by Seller.
(g) The Purchased Assets, together with the services and arrangements described on the Contracts Schedule, comprise all assets and services required for the continued conduct of the Business as presently now being conducted. None Except for the Excluded Assets, the Purchased Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business during the past twelve months (except supplies utilized, cash disposed of, accounts receivable collected, prepaid expenses realized, contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of business). Except for the Excluded Assets, there are no assets or properties used in the operation of the Members, other employees or independent contractors of the Company or their respective Affiliates owns Business and owned by any rights, Person other than as would exist upon liquidation the Seller that will not be leased or distribution of licensed to the CompanyPurchasers under valid, current leases or license arrangements. The Purchased Assets are in all material respects adequate for the purposes for which such assets are currently used or are held for use, and are in reasonably good repair and operating condition (subject to normal wear and tear) and to the Seller's knowledge, there are no facts or conditions affecting the Purchased Assets which could, individually or in the aggregate, be reasonably expected to interfere in any material assetsrespect with the use, real occupancy or personaloperation thereof as currently used, which are used by the Company occupied or any of its Subsidiaries in its businessoperated, or their adequacy for such use.
Appears in 1 contract
Samples: Asset Purchase Agreement (Clark/Bardes Holdings Inc)
Title and Condition of Properties. (ia) Neither the Company nor any of its Subsidiaries owns any The Sellers own no real propertyestate.
(iib) The leases lease described in Section 3.1(jon the "Leases Schedule" attached hereto as Schedule 3.8(b) of the Disclosure Schedule (the "Property LeasesLease") cover all of the real estate leased, used or occupied by the Company or any of its Subsidiaries. Each of the Property Leases is in full force and effect effect, and the Company or one of its Subsidiaries holds Sellers (as indicated on such schedule) hold a valid and existing leasehold or subleasehold interest under each of such Property Leaseslease for the term set forth on the Leases Schedule. The Company has lease described on the Leases Schedule constitutes the only lease under which Sellers hold a leasehold interest in real estate. Sellers have delivered to Xxxxxxx Purchaser complete and accurate copies of each of the Property lease described on the Leases Schedule, and none of such Property Leases lease has not been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to XxxxxxxPurchaser. Neither the Company nor any of its Subsidiaries To Sellers' knowledge, no Seller is in default, and to the Knowledge of the Company no circumstances exist which would result in default under such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leaseslease, and no other party thereto to such lease has the right to terminate, accelerate performance under or otherwise modify any such lease, including upon the giving of such leasesnotice or the passage of time. To the Knowledge of the CompanySeller's knowledge, no lessor under any third party to such lease is in default under any of such leases in its duties to the lessee. Except as set forth in Section 3.1(j) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leaseslease.
(iiic) The Company real estate demised by the lease described on the Leases Schedule constitutes all of the real estate owned, used or one of its Subsidiaries owns occupied by Sellers.
(d) Sellers own good and marketable title, free and clear of all Security Interestsliens, charges, security interests, encumbrances, encroachments and claims of others, to all of the Purchased Assets, except for leased equipment, for liens of current taxes not yet due and payable (which shall be pro-rated), liens disclosed on the Latest Balance Sheet, and liens in favor of Purchaser ("Permitted Encumbrances"). At the Closing, Sellers shall sell, assign, transfer and convey to Purchaser by customary Bill xx Sale good and marketable title to all of the personal property included within the Purchased Assets, free and assets reflected on the Latest Financials or acquired after June 30clear of all liens, 1998security interests, except for (A) assets with an aggregate original purchase price charges, encumbrances and claims of less others, other than $100,000 which have been disposed of to non- affiliated third parties since June 30, 1998, in the Ordinary Course of Business, (B) Security Interests securing liabilities reflected on the Latest Financials and (C) Security Interests for current Taxes not yet due and payablePermitted Encumbrances.
(ive) The Company's computer hardware, Sellers' equipment and other tangible personal property and assets are in good condition and repairrepair in all material respects, except for ordinary wear and tear not caused by neglect, have been maintained in accordance with normal industry standards and are useable for their respective intended purposes usable in the Ordinary Course ordinary course of Businessbusiness. The personal property and assets shown on the Latest Financials Sellers own or acquired after June 30, 1998, the lease rights under the Property Leases and leases of personal property and the Intellectual Property owned or used by the Company or any of its Subsidiaries under valid licenseleases all buildings, collectively include all equipment and other tangible assets necessary to for the conduct of the Company's Business.
(f) Since the commencement of Sellers' tenancy under the Office Lease on March 1, 1997, Sellers have received no notice of any violation of any applicable zoning, building, fire or other ordinance or other law, regulation or requirement relating to the operation of leased real property and its Subsidiaries business Sellers have not within three years prior to the date of this Agreement received any such notice with respect to owned or leased personal property, including, without limitation, applicable environmental protection and occupational health and safety laws and regulations or any condemnation proceeding with respect to any properties owned, used or leased by Sellers.
(g) The Purchased Assets, together with the services and arrangements described on the Contracts Schedule, comprise all assets and services required for the continued conduct of the Business by the Purchaser as presently now being conducted. None Except for those certain licenses and permits with respect to the Major Shareholder described on Schedule 1.2 hereto, the Purchased Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business during the past twelve months (except supplies utilized, cash disposed of, accounts receivable collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, and other dispositions in the ordinary course of business and except for certain of the MembersExcluded Assets). Other than individual insurance licenses listed on Schedule 3.10 hereto, other employees there are no assets or independent contractors properties used in the operation of the Company or their respective Affiliates owns Business and owned by any rights, Person other than as would exist upon liquidation the Sellers that will not be leased or distribution of licensed to the CompanyPurchaser under valid, current leases or license arrangements. The Purchased Assets are in any all material assetsrespects adequate for the purposes for which such assets are currently used or are held for use, real or personal, which and are used by the Company or any of its Subsidiaries in its businessreasonably good repair and operating condition (subject to normal wear and tear).
Appears in 1 contract
Samples: Asset Purchase Agreement (Clark/Bardes Holdings Inc)
Title and Condition of Properties. (ia) Neither the Company nor any of its Subsidiaries The Seller owns any no real propertyestate.
(iib) The leases lease described in Section 3.1(jon the "Leases Schedule" attached hereto as Schedule 3.8(b) of the Disclosure Schedule (the "Property LeasesLease") cover all of the real estate leased, used or occupied by the Company or any of its Subsidiaries. Each of the Property Leases is in full force and effect effect, and the Company or one of its Subsidiaries Seller (as indicated on such schedule) holds a valid and existing leasehold or subleasehold interest under each of such Property Leaseslease for the term set forth on the Leases Schedule. The Company lease described on the Leases Schedule constitutes the only lease under which Seller holds a leasehold interest in real estate. Seller has delivered to Xxxxxxx Purchasers complete and accurate copies of each of the Property lease described on the Leases Schedule, and none of such Property Leases lease has not been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to XxxxxxxPurchasers. Neither the Company nor any of its Subsidiaries Seller is not in default, and to the Knowledge of the Company no circumstances exist which would result in default under such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leaseslease, and no other party thereto to such lease has the right to terminate, accelerate performance under or otherwise modify any such lease, including upon the giving of such leasesnotice or the passage of time. To the Knowledge best of the CompanySeller's knowledge, no lessor under any third party to such lease is in default under any of such leases in its duties to the lessee. Except as set forth in Section 3.1(j) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leaseslease.
(iiic) The Company real estate demised by the lease described on the Leases Schedule constitutes all of the real estate owned, used or one occupied by Seller, and no other real estate is necessary for the conduct of its Subsidiaries the Business.
(d) Seller owns good and marketable title, free and clear of all Security Interestsliens, charges, security interests, encumbrances, encroachments and claims of others, to all of the Purchased Assets, except for leased equipment, for liens of current taxes not yet due and payable (which shall be pro-rated) and liens disclosed on the Latest Balance Sheet ("Permitted Encumbrances"), and all of such personal property is necessary or useful in the conduct of the Business. At the Closing, Seller shall sell, assign, transfer and convey to CBI by customary Bill xx Sale good and marketable title to all of the personal property included within the Purchased Assets, free and assets reflected on the Latest Financials or acquired after June 30clear of all liens, 1998security interests, except for (A) assets with an aggregate original purchase price charges, encumbrances and claims of less others, other than $100,000 which have been disposed of to non- affiliated third parties since June 30, 1998, in the Ordinary Course of Business, (B) Security Interests securing liabilities reflected on the Latest Financials and (C) Security Interests for current Taxes not yet due and payablePermitted Encumbrances.
(ive) The CompanySeller's computer hardwareleased premises, machinery, equipment and other tangible personal property and assets are in good condition and repairrepair in all material respects, except for ordinary wear and tear not caused by neglect, and are useable for their respective intended purposes have been maintained in the Ordinary Course of Business. The personal property and assets shown on the Latest Financials or acquired after June 30, 1998, the lease rights under the Property Leases and leases of personal property and the Intellectual Property owned or used by the Company or any of its Subsidiaries under valid license, collectively include all assets necessary to the conduct of the Company's and its Subsidiaries business as presently conducted. None of the Members, other employees or independent contractors of the Company or their respective Affiliates owns any rights, other than as would exist upon liquidation or distribution of the Company, in any material assets, real or personal, which are used by the Company or any of its Subsidiaries in its business.accordance with normal
Appears in 1 contract
Samples: Asset Purchase Agreement (Clark/Bardes Holdings Inc)
Title and Condition of Properties. (i) Neither the Company nor any of its Subsidiaries owns any real property.
(ii) The leases described in Section 3.1(j) of the Disclosure Schedule (the "Property Leases") cover all of the real estate leased, used or occupied by the Company or any of its Subsidiaries. Each of the Property Leases is in full force and effect and the Company or one of its Subsidiaries holds a valid and existing leasehold or subleasehold interest under each of such Property Leases. The Company has delivered to Xxxxxxx complete and accurate copies of each of the Property Leases and none of such Property Leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to Xxxxxxx. Neither the Company nor any of its Subsidiaries is in default, and to the Knowledge of the Company no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases, and no other party thereto has the right to terminate, accelerate performance under or otherwise modify any of such leases. To the Knowledge of the Company, no lessor under any such lease is in default under any of such leases in its duties to the lessee. Except as set forth in Section 3.1(j) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leases.
(iii) The Company or one of its Subsidiaries owns good and marketable title, free and clear of all Security Interests, to all of the personal property and assets reflected on the Latest Financials or acquired after June 30, 1998the date of the Interim Balance Sheet, except for (A) assets with an aggregate original purchase price of less than $100,000 which have been disposed of to non- non-affiliated third parties since June 30, 1998the date of the Interim Balance Sheet, in the Ordinary Course of Business, (B) Security Interests securing liabilities reflected on the Latest Financials and (C) Security Interests for current Taxes not yet due and payable.
(iv) The Company's computer hardware, equipment and other tangible personal property and assets are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are useable for their respective intended purposes in the Ordinary Course of Business. The personal property and assets shown on the Latest Financials or acquired after June 30, 1998the date of the Interim Balance Sheet, the lease rights under the Property Leases and leases of personal property and the Intellectual Property owned or used by the Company or any of its Subsidiaries under valid license, collectively include all assets necessary to the conduct of the Company's and its Subsidiaries business as presently conducted. None of the MembersShareholders, other employees or independent contractors of the Company or their respective Affiliates owns any rights, other than as would exist upon liquidation or distribution of the Company, in any material assets, real or personal, which are used by the Company or any of its Subsidiaries in its business.
Appears in 1 contract
