Title to Assets; Related Matters. (a) The Assets do not include, and neither Company owns, any real property.
(b) Schedule 3.5(b) sets forth a true, correct and complete list of all real estate used in connection with the Business and leased by the Companies. The Companies have the valid right to use such premises pursuant to the leases described on Schedule 3.5(b) (the “Office Leases”).
(c) The tangible Assets constitute all of the tangible assets used by the Companies to conduct the operations of the Business in accordance with each of the Companies’ past practices. The Companies have (and will convey to the Purchasers at the Closing) good title to the Assets, free and clear of all Liens. All equipment and other items of tangible personal property and assets included in the Assets (i) are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, (ii) are usable in the regular and ordinary course of business and (iii) conform in all material respects to all applicable laws, ordinances, codes, rules and regulations. No Person other than the Companies owns any equipment or other tangible personal property or assets situated on the premises of the Companies which are necessary to the operation of the Business, except for the leased items that are subject to personal property leases. Schedule 3.5(c) sets forth a true, correct and complete list and general description of each item of machinery, equipment and other tangible personal property of each of the Companies as of June 30, 2016.
(d) There are no existing agreements, options, commitments or rights with, of or to any Person (other than pursuant to this Agreement) to acquire any assets, properties or rights included in the Assets or any interest therein.
Title to Assets; Related Matters. The Assets constitute all of the assets necessary and sufficient to conduct the operations of the Business in accordance with Superfly's and Seller's past practices and as presently planned to be conducted by Purchaser, except as specifically set forth in the definition of Excluded Assets. Seller has and is conveying good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens. All plants, buildings, structures, equipment and other items of tangible personal property and assets included in the Assets: (a) are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, consistent with standards generally followed in the industry; (b) are usable in the regular and ordinary course of business; and (c) conform in all material respects to all applicable Laws applicable thereto, and each of Superfly and Seller has no Knowledge of any material defects or problems with any of the Assets. Seller owns, leases or licenses all of the Assets and neither Superfly nor Seller or Affiliate of Superfly other than Seller has any rights with respect to the Assets. No Person other than Seller owns any equipment or other tangible personal property or assets either which are necessary to the operation of, or have been used or held for use in the operation of, the Business, except for the leased items that are subject to personal property leases. Since the end of the period covered by the Unaudited Financial Statements, Seller has not sold, transferred or disposed of any assets related to the Business except in the ordinary course of the Business. There are no developments affecting any of the Assets pending or threatened, which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of such Assets.
Title to Assets; Related Matters. To the Company's Knowledge, except for Permitted Exceptions or as disclosed in Section 3.6 of the Disclosure Schedule (i) Gannett has good, valid and marketable title (as measured in the context of their current uses) to, or, in the case of leased or subleased assets, valid and subsisting leasehold interests (as measured in the context of their current uses) in, or otherwise has the right to use, all of the Assets, free and clear of all Encumbrances (except for any assets sold or otherwise disposed of, or with respect to which the lease, sublease or other right to use such Asset has expired or has been terminated, in each case after the date hereof solely to the extent permitted under Section 5.1(a) hereof), (ii) each lease or sublease pursuant to which any Leased Property is leased by Gannett is, to the Company's Knowledge, legal, valid and binding on Gannett and the Company (as the case may be) and, to the Company's Knowledge, the other parties thereto and grants the leasehold interest it purports to grant, including, without limitation, any rights to nondisturbance and peaceful and quiet enjoyment that may be contained therein and, to the Company's Knowledge, Gannett and each other party thereto is in compliance in all material respects with the provisions of such leases and subleases, (iii) to the Company's Knowledge, the Assets, together with the Excluded Assets, constitute all the assets and rights of Gannett and its Affiliates used in or necessary for the operation of the Business as currently conducted, (iv) to the Company's Knowledge, except for Equipment scheduled to be replaced by Gannett's capital expenditure budget, the Real Property, Leased Property and Equipment is, in all material respects, in good operating condition and repair (ordinary wear and tear excepted) taking into account the age thereof, (v) to the Company's Knowledge, there are no contractual or legal restrictions to which Gannett or the Company is a party or by which the Real Property is otherwise bound that preclude or restrict in any material respect Gannett's ability to use the Real Property for the purposes for which it is currently being used and (vi) no portion of the Real Property or Leased Property is the subject of, or affected by, any condemnation, eminent domain or inverse condemnation proceeding currently instituted or, to the Company's Knowledge, threatened. On the Closing Date, the Company shall sell, convey, assign, transfer and deliver to Purchaser all of the Co...
Title to Assets; Related Matters. Except as set forth in Schedule 2.10, (i) The Seller has good, valid and marketable title (as measured in the context of their current uses) to, or, in the case of leased or subleased assets or other possessory interests, valid and subsisting leasehold or other possessory interests (as measured in the context of their current uses) in all of the Purchased Assets in order to conduct the Business, free and clear of all Encumbrances, (ii) the Purchased Assets constitute all the assets and rights necessary for the operation of the Business as currently conducted, (iii) the Equipment is in good operating condition and repair and maintained in accordance with industry practices taking into account the age thereof, (iv) there are no assets, properties or rights necessary to conduct the Business as the same was conducted immediately prior to the date hereof that are owned by any Person other than the Seller which assets, properties or rights are not to be leased or licensed to Buyer under valid, current lease or license arrangements and (v) there are no contractual or legal restrictions to which the Seller is a party or by which the Equipment is otherwise bound that preclude or restrict the Seller’s ability to use the Equipment for the purposes for which it is currently being used. The Seller enjoys peaceful and undisturbed possession of all Equipment. The Equipment and other tangible assets owned or used by the Seller have no known material defects. None of the Purchased Assets is subject to any commitment or other arrangement for its sale or use by the Seller, its Affiliates or third parties. The Seller has not depreciated any of the Purchased Assets on an accelerated basis (or in any other manner) inconsistent with applicable requirements of the Code.
Title to Assets; Related Matters. (a) Except for Intellectual Property (which is addressed in Section 4.19), certain information technology assets and the Sellers’ rights to operate the JWWTP, the Assets, together with the rights of the Purchaser under the Assumed Contracts and the Commercial Agreements, constitute all of the assets necessary and sufficient to conduct the operations of the Business in all material respects as currently conducted by the Sellers. The Sellers have (and, except as provided in Section 6.7, shall convey to the Purchaser at the Closing) good title to the Assets (other than the Real Property and the Easements, which are addressed in Section 4.4(a)), free and clear of all Liens, other than Permitted Liens.
(b) All equipment and other items of tangible personal property included in the Assets are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS.
Title to Assets; Related Matters. (a) Except as set forth on Schedule 4.7(a), the Company and its Subsidiaries have good and valid title, a valid leasehold interest in, or a valid license for, all of the property and assets owned, leased, licensed, operated or used by the Company and its Subsidiaries, free and clear of all Liens, except Permitted Liens.
(b) All material equipment and other items of tangible personal property and assets owned, leased, licensed, operated or used by the Company and its Subsidiaries (i) are in good operating condition and in a state of good maintenance and repair in accordance with normal industry practice, ordinary wear and tear excepted, (ii) were acquired and are usable in the Ordinary Course, (iii) conform to all applicable Laws applicable thereto. The Shareholder has no Knowledge of any material defect or problem with any of such equipment, tangible personal property or assets other than ordinary wear and tear. Except as set forth on Schedule 4.7(b) and except for leased items that are subject to personal property leases, no Person other than the Company or its Subsidiaries owns any equipment or other tangible personal property or assets situated on the premises of the Company or any Subsidiary.
(c) Except as set forth on Schedule 4.7(c), neither the Shareholder nor any of its Affiliates (other than the Company and its Subsidiaries) owns or holds any assets or property (tangible or intangible) that are currently being used in connection with the business of the Company and its Subsidiaries.
Title to Assets; Related Matters. (a) As of the date hereof, the Company and its Subsidiaries own or have a valid leasehold interest in, all of their respective tangible personal property and tangible assets, free and clear of all Encumbrances, except Permitted Encumbrances. All equipment and other items of tangible personal property and tangible assets of the Company and its Subsidiaries (a) are in normal operating condition and capable of being used for their intended purposes, ordinary wear and tear excepted and (b) are usable in the ordinary course of business, except in each of cases (a) and (b) as would not reasonably be expected to result in a Material Adverse Effect.
(b) As of the date hereof, the tangible assets of the Company and its Subsidiaries include all of the material tangible assets that are adequate and sufficient to operate the business of the Company and its Subsidiaries in the same manner immediately after the Closing as was operated by the Company and its Subsidiaries on the date of this Agreement.
(c) Neither the Company nor the Subsidiaries lease personal property with a value of Twenty Five Thousand Dollars ($25,000) or more. As of the date hereof, tangible assets leased by the Company or its Subsidiaries are free from material patent defects, and, to the Knowledge of the Company, material latent defects, and are reasonably suitable for the purposes for which they are currently being used by the Company or its Subsidiaries.
(d) There are no conditions affecting any such tangible property or assets, or, to the Knowledge of the Company, developments currently existing which, individually or in the aggregate, would reasonably be expected to materially detract from the value of such tangible property or assets, or materially interfere with the use of any such tangible property or assets.
(e) Notwithstanding anything in this Agreement to the contrary, certain assets of the Company listed on Schedule 4 hereto shall be distributed by the Company or its Subsidiaries to one or more of the Sellers at or prior to Closing (the “Excluded Assets”).
Title to Assets; Related Matters. The Acquired Entities have good and valid title to, or a valid leasehold interest in, all of their respective tangible personal property and assets, free and clear of all Liens other than Permitted Liens, and all equipment and other items of tangible personal property and assets of the Acquired Entities are in good operating condition and capable of being used for their intended purposes (ordinary wear and tear excepted) and are usable in the Ordinary Course of Business. The tangible personal property and assets owned or held by the Acquired Entities or used by the Acquired Entities under valid and enforceable Contracts are all of the assets that are necessary for the conduct of the Acquired Business as currently conducted.
Title to Assets; Related Matters. Each of the Company and -------------------------------- its Subsidiaries has good and valid title to all assets, rights, interests and other properties, real, personal and mixed, tangible and intangible, owned by it (collectively, the "Assets"), free and clear of all Liens, except those Liens ------ which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. The Assets include all properties and assets (real, personal and mixed, tangible and intangible) owned by the Company and its Subsidiaries and used in the conduct of their respective businesses. The tangible assets included within the Assets are in the possession or control of the Company and its Subsidiaries and no other person or entity has a right to possession or claims possession of all or a material part of such Assets.
Title to Assets; Related Matters. The Company has good and valid title to all assets, rights, interests and other properties, real, personal and mixed, tangible and intangible, owned by it, other than the Distributed Assets (collectively, the "ASSETS"), free and clear of all Encumbrances, except those specified on Schedule 3.11 and liens for taxes not yet due and payable. The Assets
(a) include all properties and assets (real, personal and mixed, tangible and intangible) owned by the Company; and (b) do not include (i) any contracts for future services, prepaid items or deferred charges the full value or benefit of which will not be usable by or transferable to the Buyer, or (ii) any goodwill, organizational expense or other similar intangible asset.
