Title of Properties; Absence of Liens and Encumbrances. (a) Neither the Company nor its Subsidiary owns real property, nor has either ever owned any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently, or at any time in the past, leased by the Company or its Subsidiary, the name of the lessor and the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease and the termination date of any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default).
(b) The Company or its Subsidiary has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Date Balance Sheet and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the value, or interfere with the present use, of the property subject thereto or affected thereby.
(c) Section 2.12(c) of the Company Disclosure Schedule lists all material items of equipment (the "Equipment") owned or leased by the Company or its Subsidiary and such Equipment is, (i) sufficient for the conduct of the business of the Company or its Subsidiary as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear.
(d) The Company or its Subsidiary has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the current and former customers of the Company or its Subsidiary (the "Customer Information"). No person other than the Company or its Subsidiary possesses any claims or rights with respect to use of the Customer Information.
Title of Properties; Absence of Liens and Encumbrances. Condition of Equipment. ----------------------
(a) The Company does not own any real property, nor has it ever owned any real property.
Title of Properties; Absence of Liens and Encumbrances. (a) Neither the Company nor any Subsidiary owns any real property, nor has either the Company or any Subsidiary ever owned any real property. Section 3.12(a) of the Disclosure Letter sets forth a list of all real property currently leased by the Company or the Subsidiaries, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default).
(b) The Company and the Subsidiaries have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective tangible properties and assets, real, personal and mixed, used or held for use in their respective businesses, free and clear of any Liens, except as reflected in the Current Balance Sheet and except for liens for taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the value, or interfere with the present use, of the property subject thereto or affected thereby.
Title of Properties; Absence of Liens and Encumbrances. Condition of ------------------------------------------------------ Equipment. The Company owns no real property, nor has it ever owned any real property. Schedule 3.11
(a) sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or, to the Knowledge of the Company or Principal Shareholder, by any other party.
(a) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet, (ii) Liens for Taxes not yet due and payable, and (iii) such imperfections of title and encumbrances, if any, which do not detract materially from the value or interfere materially, or interfere with the present use, of the property subject thereto or affected thereby.
(b) Schedule 3.11(c) lists all material items of equipment (the "Equipment") owned or leased by the Company and such Equipment is (i) adequate for the conduct of the business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear.
(c) The Company has sole and exclusive ownership, free and clear of any Liens (as defined in Section 3.9(b)(7)), of all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to its current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.
Title of Properties; Absence of Liens and Encumbrances. (a) Netranscend does not own any real property, nor has it ever owned any real property.
Title of Properties; Absence of Liens and Encumbrances. CONDITION OF EQUIPMENT.
(a) Section 3.10 of the Disclosure Schedule sets forth a general description of each parcel of real property currently, or at any time in the past, owned or leased by the Company, and, with respect to leases, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. The Company is in possession of all such real properties owned or leased by it and described in Section 3.10 of the Disclosure Schedule. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors' rights, and, with respect to the remedy of specific performance, equitable doctrines applicable thereto), and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default). Such current leases consist only of those described in Section 3.10 of the Disclosure Schedule hereto, complete and correct copies of which have been provided by the Company to Parent. None of the buildings, structure or appurtenances located upon the real properties described in Section 3.10 of the Disclosure Schedule hereto or the operation and maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation (whether or not permitted because of prior nonconforming use) or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent the continued use of such properties for the purposes for which they are now being used or would materially adversely affect the value thereof.
(b) To the knowledge of the Company, the Company has valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens (as defined in Section 3.8(vii)), except as reflected in the Financial Statements and except for liens for taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially ...
Title of Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. ---------
a) Genius owns no real property nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by ---------------- Genius, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate monthly rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and to the knowledge of Genius there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default).
b) Genius has good and valid title to all of the Genius Assets, except in the case of leased properties in which case Genius holds valid leasehold interests, free and clear of any Liens, except as reflected in Schedule 2.10(b). ---------------- Genius has full legal right and legal power to (and at the Closing will) sell, convey, assign, transfer and deliver to Autodesk good title to all the Genius Assets which it purports to own, free and clear of all Liens, except (i) for the Assumed Liabilities, (ii) for statutory liens for Taxes not yet due, and (iii) as reflected in Schedule 2.10(b). ----------------
c) The fixed assets identified as Schedule 1.1(f) are in good operating --------------- condition, regularly and properly maintained, ordinary wear and tear excepted.
Title of Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. ---------
(a) The Seller owns no real property, nor has it ever owned any real property that is utilized in the Business. The Seller has not leased any real property utilized in the Business other than those properties listed on Schedule 2.10(a) (the "Business Properties"). All current leases of the Seller of the ------------------- Business Properties are in full force and effect, are valid and effective in accordance with their respective terms, and there is not with respect to the Seller and to the knowledge of the Seller, any other party to such leases, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default).
(b) The Seller has, in the case of the Business Properties, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in the Business, free and clear of any Liens, except for (i) such Liens that will be terminated prior to or as of the Closing Date, (ii) such Liens that constitute Assumed Liabilities and (iii) Liens for taxes not yet due and payable.
Title of Properties; Absence of Liens and Encumbrances. The Company owns no real property, nor has it ever owned any real property. The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet, (ii) Liens for Taxes not yet due and payable, and (iii) such imperfections of title and encumbrances, if any, which do not materially detract from the value or interfere with the present use of the property subject thereto or affected thereby.
Title of Properties; Absence of Liens and Encumbrances. (a) SCHEDULE 2.12(a) sets forth a list of all real property currently owned or leased by Margate, the name of the lessor and the date of the lease and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default).
(b) Margate has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its material tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet or in SCHEDULE 2.12(b) and except for liens for taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby.
(c) SCHEDULE 2.12(c) lists all material items of equipment (the "Equipment") owned or leased by Margate as of March 31, 2000, and such Equipment is (i) adequate for the conduct of the business of Margate as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. At the Closing, Margate shall deliver a revised Schedule 2.12(c) which shall set forth an updated list of Equipment as of a date not more than thirty (30) days prior to the Closing Date.
