Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property. Section 2.12(a) of the Company Disclosure Schedule 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 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 material default or material event of default (or event that with notice or lapse of time, or both, would constitute a material default). The lessor can, however, always give notice according to the terms of the lease.
(b) 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 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, that are not material in character, amount or extent, and that do not materially detract from the value, or materially 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 having a book value equal to or greater than $20,000 (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 (ii) in good operating condition, properly maintained, subject to normal wear and tear.
(d) The Company has sole and exclusive custody and/or access, free and clear of any Liens, of all customer files and other customer information in its possession 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; 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; Condition of Equipment. (a) Section 2.10(a) of the Disclosure Letter sets forth a list of all real property currently owned or leased by the Company, and in the case of leased property, 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) thereunder.
(b) 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 as reflected in the Audited Special-Purpose 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 2.10(c) of the Disclosure Letter sets forth a list of all material items of equipment (the "Equipment") owned or leased by the Company and such Equipment (i) is adequate for the conduct of the business of the Company as currently conducted, and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tear.
(d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company (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; Condition of Equipment. (a) Sellers own no real property, which is or has been used in or relates or has related to the operation of any of the Businesses. All current leases (or other real property licenses or occupancy agreements of Sellers, all such being referred to herein as "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) on the part of any of the Sellers and, to the knowledge of Sellers, on the part of any other party thereto.
(b) Sellers have 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 the Businesses, free and clear of any Liens, except (i) liens for taxes not yet due and payable, (ii) mechanics', workmens', landlords' and other statutory liens (or other liens arising by operation of law) incurred in the ordinary course of business for amounts not in default, and (iii) such imperfections of title and encumbrances, if any, which do not detract from the value in any material respect or interfere with the present use of the property subject thereto or affected thereby (such exceptions, "PERMITTED LIENs").
(c) Each item of equipment with a value of $5,000 or more owned or leased by Sellers and used in or held for use in the Businesses is (i) adequate for the conduct of the Businesses as currently conducted, and (ii) in adequate operating condition, subject to normal wear and tear taking into account the age thereof.
(d) The Purchased Assets listed in Sections (b)(i)-(b)(x) of SCHEDULE 1.1 constitute all of the assets and rights used in or reasonably necessary to the operation of the Businesses as currently conducted.
Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Except for the Property, the Company does not own, lease, license, sublease or otherwise occupy any real property, nor has it ever owned, leased, licensed, subleased or otherwise occupied any real property.
(b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their 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 2.9(b)(vii)), except (i) as reflected in the Company Financials, (ii) the lien of ad valorem real estate taxes which are not delinquent as of the Closing Date, (iii) liens for other taxes not yet due and payable and (iv) 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 2.11(c) identifies all material items of equipment, machinery, furniture, fixtures and tangible personal property owned or leased by the Company for use in the business of the Company (collectively, the “Equipment”) and identifies if any such items are subject to any lien or encumbrance. The Equipment set forth on Schedule 2.11(c) is all the equipment, machinery, furniture, fixtures and tangible personal property used by the Company in the operation of its business.
(d) The Company has sole and exclusive ownership, free and clear of any Liens, 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; Condition of Equipment. (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 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 Financials; (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 of, or interfere materially with the present use of, the property subject thereto or affected thereby.
(b) Schedule 2.12(b) contains an accurate and complete list and description of all real property owned by the Company or in which the Company has a leasehold or other interest or which is used by the Company in connection with the operation of its business, together with a description of each lease, sublease, license, or any other instrument under which the Company claims or holds such leasehold or other interest or right to the use thereof or pursuant to which the Company has assigned, sublet or granted any rights therein, identifying the parties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof, and all machinery, tools, equipment, motor vehicles, rolling stock and other tangible personal property (other than inventory and supplies), owned, leased or used by the Company except for items having a value of less than $2,000 which do not, in the aggregate, have a total value of more than $10,000, setting forth with respect to all such listed property a summary description of all leases, liens, claims, encumbrances, charges, restrictions, covenants and conditions relating thereto, identifying the parties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof.
(c) The Company has not granted to any third party any right or license to use the Company's customer lists, customer contact information, customer correspondence or customer licensing and purchasing histories relating to its current and former customers.
Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) All current leases of real or personal property constituting Assigned Contracts 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) on the part of Seller and, to the Knowledge of Seller, on the part of any other party thereto.
(b) Section 3.8(b) of the Seller Disclosure Letter lists each Purchased Asset encumbered by a Lien as of March 31, 2006 and the name, address and contact person for each Person holding such Liens.
(c) Seller has good and valid title to, or, in the case of leased properties and assets or Assigned Contracts, valid leasehold interests or contract rights in, all of the Purchased Assets, free and clear of any Liens. Seller is a party to, and enjoys the right to the benefits of Seller under, all Assigned Contracts.
(d) Following the Closing and the execution of the instruments of transfer contemplated by the Definitive Agreements, Seller will have conveyed all of its rights, title and interest in and to the Purchased Assets (other than the Assigned Contracts), free and clear of any Liens (other than any Liens imposed by Buyer).
(e) Seller has not transferred, pledged or encumbered any of the rights it possesses with respect to its customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to the Business’ current and former customers (the “Customer Information”). To the Knowledge of Seller, other than Seller and the customers to which such Customer Information relates, no person 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 owns no real property, nor has it ever owned any real property. Section 2.11(a) of the Company Disclosure Letter sets forth a list of each parcel of real property currently leased by the Company with an aggregate rental value greater than $100,000 per year, the name of the lessor, the date of the lease and each amendment thereto and the aggregate annual rental and/or other fees payable under any such lease. All such 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 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 other than real property used or held for use in its business, free and clear of any Liens (as defined in Section 2.9(b)(vii)), except as reflected in the Company Financials 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) In the judgment of Xxxx Xxxxxxx, the equipment (the "Equipment") owned or leased by the Company is, taken as a whole, adequate for the conduct of the business of the Company as currently conducted and is free of liens. Except as specifically stated here, the Company and the Shareholders make no other representations and warranties as to the Equipment, which is accepted "as is and where is."
Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Astral owns no real property nor has Astral ever owned any real property. All current leases of Astral 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) on the part of a Transferor and, to the knowledge of the Transferors, on the part of any other party thereto.
(b) Except as set forth in Section 3.10(b) of the Transferor Disclosure Letter, Astral 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 such imperfections of title and encumbrances, if any, which do not detract from the value in any material respect or interfere with the present use of the property subject thereto or affected thereby.
(c) Section 3.10(c) of Transferor Disclosure Letter lists each material item of equipment with a value of $5,000 or more (the “Equipment”) owned or leased by Transferors and used primarily in connection with the Business, and such Equipment is (i) adequate for the conduct of the Business 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.
Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) All current leases related to the Business are in full force and effect (“Facility Leases”), are valid and effective in accordance with their respective terms, and there is not, to the knowledge of the Sellers, 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) on the part of any Seller or on the part of any other party thereto.
(b) Sellers have good and valid title to, or, in the case of leased properties and assets valid leasehold interests in, the Purchased Assets, free and clear of any Liens, except Permitted Liens.
(c) All of the Fixed Assets necessary for the operation of the Business are in operating condition (normal wear and tear excepted).
(d) Sellers have the power and right to sell, assign, transfer, convey and deliver the Purchased Assets to Buyer pursuant to this Agreement. Following the consummation of the Transaction and the execution of the instruments of transfer contemplated by this Agreement and the Ancillary Agreements, Buyer will own, with good and valid title to, or otherwise acquire the interests of Sellers in, the Purchased Assets, free and clear of any Liens, other than the Permitted Liens.
