Title to Assets and Properties; Condition Sample Clauses

Title to Assets and Properties; Condition. 6.8.1. Except as set forth in Schedule 6.8.1, Seller has good title to all interests in the Purchased Assets which it purports to own, free and clear of all Liens except Permitted Liens. Except as set forth in Schedule 6.8.1, the Purchased Assets are all of the assets, properties and agreements which are used to carry on the GlobalTrak Business and operations as presently conducted.
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Title to Assets and Properties; Condition. (a) Cardiotronics owns or leases or otherwise has the right to use all of its assets and properties, which are presently being used in or are reasonably necessary to carry on its business and operations as presently conducted, and such assets, properties and agreements are all of the assets, properties and agreements which are used in or are reasonably necessary to carry on its business and operations as presently conducted. All assets and properties leased or owned are located in Cardiotronics' offices in Carlsbad, California.
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Title to Assets and Properties; Condition. (a) Except as set forth on the Disclosure Schedule, the Company owns or leases all of its assets and properties, which are presently being used in or are reasonably necessary to carry on its businesses and operations as presently conducted, and such assets, properties and agreements are all of the assets, properties and agreements which are used in or are reasonably necessary to carry on its businesses and operations as presently conducted. Except as disclosed on the Disclosure Schedule, all assets and properties leased or owned are located in one or the other of the Company's three offices as disclosed in Section 4.8(a) of the Disclosure Schedule.
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Title to Assets and Properties; Condition. 6.8.1. Except as set forth in Schedule 6.8.1, the Company has good title to all interests in the Purchased Assets which it purports to own, free and clear of all Liens except Permitted Liens. Except as set forth in Schedule 6.8.1, the Purchased Assets are all of the assets, properties and agreements which are used in or are reasonably necessary to carry on the Business and operations as presently conducted. None of the Sellers other than the Company owns any assets which are used in or are reasonably necessary to carry on the Business and operations as presently conducted. This Section 6.8.1 does not relate to Intellectual Property, such items being the subject of Section 6.10.
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Title to Assets and Properties; Condition. 2.12.1 Design Analysis owns or leases or otherwise has the right to use all of its assets and properties, which are presently being used in or are reasonably necessary to carry on its business and operations as presently conducted, and such assets, properties and agreements are all of the assets, properties and agreements which are used in or are reasonably necessary to carry on its business and operations as presently conducted. All assets and properties leased or owned are located in their offices at 00 Xxxx 000 Xxxxx, Xxxxx, Xxxx.
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Title to Assets and Properties; Condition. 6.8.1. Except as set forth in Schedule 6.8.1, Seller has good title to all interests in the Purchased Assets, free and clear of all Liens except Permitted Liens. Except as set forth in Schedule 6.8.1, the Purchased Assets are all of the assets, properties and agreements which are used in or are reasonably necessary to carry on the Business and operations as presently conducted. Other than the Other Business Assets, neither Xxxx-It, the Owners, any Affiliate of Xxxx-It or the Owners, or any third parties owns or has any rights in any assets which are used in or are reasonably necessary to carry on the Business and operations of Seller as presently conducted. All Other Business Assets are set forth on Schedule 6.8.1.
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Title to Assets and Properties; Condition. 3.10.1 Except as set forth on Schedule 3.10, Seller owns outright and has good and marketable title to all of the Assets, in each case free of any Lien, except for (i) Liens specifically described in the notes, if any, to the Year End or Interim Financials, (ii) properties subject to purchase or sales orders, in the ordinary course of business, (iii) Liens securing Taxes, assessments, governmental charges or levies, or the claims of mechanics, workmen, repairmen, carriers, landlords and like persons, arising or incurred in the ordinary course of business and all of which are not yet due and payable or are being contested in good faith, so long as such contest does not involve any substantial danger of the sale, forfeiture or loss of any asset or property that is material to the business of Seller, (iv) assets or properties held or used pursuant to any lease, or (v) Liens or encumbrances that do not materially detract from the value of the property subject thereto or materially impair the operation of the Business. The Assets and the equipment being leased pursuant to any lease are all of the assets and properties that are used in or are reasonably necessary to carry on Seller's business and operations as presently conducted, without giving regard to any anticipated or projected increase in such business.
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Title to Assets and Properties; Condition. 6.8.1. Except as set forth in Schedule 6.8.1, each Seller has good title to all interests, or a valid leasehold interest (as to any leased assets), in the Purchased Assets, free and clear of all Liens except Permitted Liens. Except as set forth in Schedule 6.8.1, the Purchased Assets are all of the assets, properties and agreements which are used in or are reasonably necessary to carry on the Business and operations as presently conducted. This Section 6.8.1 does not address title to Intellectual Property, title to Intellectual Property being the subject of Section 6.10.
Sample 1

Related to Title to Assets and Properties; Condition

  • Title to Assets and Properties Except as set forth in Section 4.6 of the Disclosure Schedule, the Companies and their Subsidiaries have good and marketable title to, or valid leasehold interests in, their assets and properties sufficient to operate such properties and to conduct their businesses as currently conducted, except for (a) the Permitted Encumbrances (as defined below) and (b) other defects in such titles, or any easements, restrictive covenants or similar encumbrances that have not had and would not reasonably be expected to be materially adverse to the Companies and their Subsidiaries and their respective assets. For purposes of this Agreement, “Permitted Encumbrances” mean: (i) encumbrances for assessments, taxes, water, sewer and other similar charges not yet delinquent or that either Company or any of their Subsidiaries is contesting in good faith through appropriate proceedings; provided that adequate reserves have been established with respect thereto; (ii) easements or reservations thereof, rights of way, highway and railroad crossings, sewers, electric and other utility lines, telegraph and telephone lines, zoning, building code and other covenants, conditions and restrictions as to the use of the Real Property that do not affect or interfere in an material way with the use of such Real Property by the Companies and their Subsidiaries; (iii) encumbrances listed on Section 4.6 of the Disclosure Schedule; (iv) liens securing the claims of materialmen, landlords and others provided payment is not yet delinquent; (v) any leases, subleases or licenses listed on Section 4.6 of the Disclosure Schedule; (vi) all encumbrances relating to liens securing borrowed money to be released at or prior to the Closing, all of which are listed on Section 4.6 of the Disclosure Schedule; (vii) any and all matters and encumbrances (including, without limitation, fee mortgages or ground leases) affecting the leased real property of the Companies or their Subsidiaries, not created or granted by the Companies or their Subsidiaries, but only to the extent that such matters and encumbrances (1) do not materially interfere with the right of the Companies or their Subsidiaries to use any of the leased real property, or (2) are not Known to Seller (it being understood that reasonable investigation for purposes of this clause (vii) will not require GEC or Seller to conduct title searches with respect to such real property); and (viii) any subordination or attornment agreement between either of the Companies or any of their Subsidiaries and the lender for any of the landlords of either of the Companies or any of their Subsidiaries, all of which are listed on Section 4.6 of the Disclosure Schedule.

  • Title to Properties; Encumbrances The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

  • Title to Assets; Real Property (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it or a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that could reasonably be expected to have a Material Adverse Effect.

  • 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.

  • Title to Assets; Encumbrances Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.

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

  • Title to Assets; No Encumbrances Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

  • Title to Properties; Leases Except as indicated on Schedule 7.3 hereto, the Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.

  • Title to Properties; Liens Borrower and its Subsidiaries have (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), or (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.

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