Title to and Condition of Non-Real Estate Assets Sample Clauses

Title to and Condition of Non-Real Estate Assets. Except for such assets as have been disposed of in the ordinary conduct of Franklin's business, Franklin has good and marketable title to, or valid leasehold interests in, all non-real estate assets reflected on the Financial Statements or acquired by it after April 30, 1998, free and clear of all liens, claims, mortgages, charges, easements or other encumbrances of any kind whatsoever except: (i) to the extent reflected or reserved against on the Financial Statements, or (ii) for liens for property taxes not yet due. All the fixed assets reflected on the Financial Statements, and those assets acquired since the date thereof, and not disposed of as permitted hereunder, and the assets of JenTech referred to in Section 8.1(i), constitute all the fixed assets now used by Franklin and necessary to conduct its business as it is being conducted on the date hereof and all leases of such fixed assets will, at the Closing, be in full force and effect. To the best of the Shareholders' knowledge, all such fixed assets, including all mechanical and component parts thereof, are in good working condition, have been and will be properly maintained, and are not in need of repair or replacement. Except as reflected in the April 30, 1998 balance sheet, all items of inventory are in good condition and consist of items of a quality and quantity usable in the ordinary course of Franklin's business. The amount of inventory is sufficient in quality and quantity to operate the business of Franklin in the ordinary course. Franklin shall deliver to Unique prior to Closing a computer-generated fixed asset register which will list all items of machinery, equipment and similar property (including vehicles) owned by Franklin on the Closing Date.
Sample 1
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Title to and Condition of Non-Real Estate Assets. Except for such assets as have been disposed of in the ordinary conduct of Aerocom's business, Aerocom has good and marketable title to, or valid leasehold interests in, all non-real estate assets reflected on the Financial Statements or acquired by it after December 31, 1997, free and clear of all liens, claims, mortgages, charges, easements or other encumbrances of any kind whatsoever except: (i) to the extent reflected or reserved against on the Financial Statements, or (ii) for liens for property taxes not yet due. All the fixed assets reflected on the Financial Statements, and those assets acquired since the date thereof, and not disposed of as permitted hereunder, constitute all the fixed assets now used by Aerocom and necessary to conduct its business as it is being conducted on the date hereof and all leases of such fixed assets will, at the Closing, be in full force and effect. To the best of the Shareholders' knowledge, all such fixed assets, including all mechanical and component parts thereof, are in good working condition, have been and will be properly maintained, and are not in need of repair or replacement. All items of inventory are in good condition and consist of items of a quality and quantity usable in the ordinary course of Aerocom's business. The amount of inventory is sufficient in quality and quantity to operate the business of Aerocom in the ordinary course. Aerocom shall deliver to Unique prior to Closing a computer-generated fixed asset register which will list all items of machinery, equipment and similar property (including vehicles) owned by Aerocom on the Closing Date.
Sample 1
Title to and Condition of Non-Real Estate Assets. Each Acquired Entity has good and marketable title to, or valid leasehold interests in, all non-real estate assets reflected on the Balance Sheet and good and marketable title to all non-real estate assets owned as of the date of the Balance Sheet, except for such assets as have been disposed of in the ordinary conduct of an Acquired Entity's business since the date of the Balance Sheet, and to all such assets acquired since such date or otherwise used in the operation of its business, free and clear of all liens, claims,
Sample 1
Title to and Condition of Non-Real Estate Assets. Except for such ------------------------------------------------- assets as have been disposed of in the ordinary conduct of the Company's business between December 31, 2002 and the Closing Date, the Company has good and marketable title to, or valid leasehold interests in, all non-real estate assets reflected on the Balance Sheet or acquired by it after December 31, 2002 or otherwise used in the operation of the Company's businesses, free and clear of all liens, claims, mortgages, charges, easements or other encumbrances of any kind whatsoever except: (a) to the extent reflected or reserved against on the Balance Sheet, or (b) for liens for property taxes not yet due.
Sample 1

Related to Title to and Condition of Non-Real Estate Assets

  • Title to and Condition of Properties Except as would not have a Material Adverse Effect, each Acquiror Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery, equipment and other personal property necessary for the conduct of its business as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of each Acquiror Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

  • Title to and Condition of Personal Property The Company has merchantable title to all personal property reflected in the April 1997 Balance Sheet or acquired subsequent to the date of the April 1997 Balance Sheet, free and clear of all liens or encumbrances, except as disclosed in Schedule 3.15 hereto. No representation or warranty as to the condition of any such personal property is made in this Agreement. The Company owns or has the right to use all such properties necessary to the conduct of its business as currently conducted.

  • Real Estate Assets In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received from Borrower and each applicable Guarantor:

  • Title to and Condition of Assets Seller has good and marketable title to (or, with respect to any Assets that are leased, a valid leasehold interest in) all of the Assets to be acquired by TJC at the Closing, free from any liens, adverse claims, security interest, rights of other parties or like encumbrances of any nature. The Assets consisting of physical property are in good condition and working order, normal wear and tear excepted, and function properly for their intended uses.

  • Title to Real Property (a) Neither the Company nor any of the Company Subsidiaries owns any real property. Section 4.10(a) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Company and the Company Subsidiaries (individually, a “Leased Property”). Section 4.10(a) of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions and other agreements relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”). The Company and/or one or more of the Company Subsidiaries has good and valid title to the leasehold estates in all Leased Property (a Leased Property being sometimes referred to herein, individually, as a “Company Property”), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, licenses, easements, covenants, rights of way and other similar restrictions of any nature whatsoever, except (i) such as are set forth in Section 4.10(a) of the Seller Disclosure Schedule; (ii) leases, subleases and similar agreements set forth in Section 4.11(a) of the Seller Disclosure Schedule; (iii) Permitted Liens; (iv) easements, covenants, rights of way and other similar restrictions of record which do not, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (v) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing and (vi) (a) zoning, building and other similar restrictions, (b) mortgages, Liens, easements, covenants, rights of way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries has easement rights or on any Company Property and subordination or similar agreements relating thereto, and (c) unrecorded easements, covenants, rights of way and other similar restrictions, none of which items set forth in clauses (v) or (vi), individually or in the aggregate, materially impair the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries as presently conducted.

  • Title to Properties and Related Matters (a) Except as set forth on Schedule 3.10(a), the Company has good and valid title to all material personal property, tangible or intangible, which the Company purports to own, including the properties reflected on the Balance Sheet or acquired after the date thereof (other than properties and assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice since June 30, 1999), free and clear of any claims, liens, pledges, security interests or encumbrances of any kind whatsoever (other than (i) purchase money security interests and common law vendor's liens, in each case for goods purchased on open account in the ordinary course of business and having a fair market value of less than $5,000 in each individual case), (ii) liens for Taxes not yet due and payable, and (iii) 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 use of, the property subject thereto or affected thereby.

  • Condition of Tangible Assets All buildings, structures, facilities, equipment and other material items of tangible property and assets included in the Assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations relating to their construction, use and operation.

  • Title to Properties, etc Each of the Borrowers and their Subsidiaries has good and marketable title, in the case of Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property, to all of its properties and assets free and clear of Liens other than Permitted Liens. The interests of the Borrowers and their Subsidiaries in the properties reflected in the most recent balance sheet referred to in Section 5.07, taken as a whole, were sufficient, in the judgment of the Borrowers, as of the date of such balance sheet for purposes of the ownership and operation of the businesses conducted by the Borrowers and their Subsidiaries.

  • Real Property; Title to Assets (a) The Company does not own any real property.

  • Additional Material Real Estate Assets (a) Subject to the provisions of Section 5.17(b), in the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. Borrower, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.

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