Title to Assets; Tangible Assets Sample Clauses

Title to Assets; Tangible Assets. Each of the Sellers has good and marketable title to, or a valid leasehold interest or license in, the Acquired Assets owned by such Seller, free and clear of all Security Interests or restrictions on transfer. The Acquired Assets that are tangible assets are free from material defects (patent and latent), have been maintained in accordance with normal industry practice, and are in good operating condition and repair (subject to normal wear and tear). The Sellers currently own, or have a valid leasehold interest or license in, all assets necessary to conduct the business and operations of the Ringtail Business as currently being conducted (and as to be conducted in connection with currently contemplated upgrades or new versions of any of the Ringtail Intellectual Property or the Ringtail Software Programs). The Acquired Assets constitute all the assets necessary to operate the Ringtail Business in the same manner as it has been operated by the Sellers (and as it would be operated by the Sellers in connection with currently contemplated upgrades or new versions of any of the Ringtail Intellectual Property or the Ringtail Software Programs). The Sellers do not own any interest in real property. Asset Purchase Agreement 17
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Title to Assets; Tangible Assets. The Company and each of its Subsidiaries own good and marketable title to or a valid leasehold in the assets used by them, located on their premises or reflected on the consolidated balance sheet included in the Unaudited Financial Statements, free and clear of any and all Liens, except Permitted Liens described on Section 2.01(p) of the Disclosure Schedule, and except for assets disposed of in the ordinary course of business since the date of such balance sheet. The Company and each of its Subsidiaries own or lease all buildings, machinery, equipment and other tangible assets necessary for the conduct of their businesses as presently conducted and as presently proposed to be conducted. Such tangible assets are free from material defects (patent and latent), have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear and obsolescence), and are suitable for the purposes for which they presently are used.
Sample 1
Title to Assets; Tangible Assets. (a) Except as set forth in SECTION 3.24 of the Company Letter, the Company and its Subsidiaries have good and marketable title to, or a valid leasehold interest in, the personal property and assets used by them, located on their premises, or shown on the Most Recent Balance Sheet, free and clear of all Liens, except for Permitted Encumbrances. (b) The Company and its Subsidiaries own or lease all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses as presently conducted. Each such tangible asset has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear).
Sample 1
Title to Assets; Tangible Assets. (a) Except as related to Real Property (which is the subject of Section 4.19), each CCG Entity has good and valid title to, or otherwise has the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of the material tangible property, plants and equipment that are used or held for use in connection with the Business as presently conducted or as are reflected on the CCG Financial Statements (collectively, the “Assets”), except for inventory sold in the ordinary course of business consistent with past practice, in each case free and clear of any Liens (other than Permitted Liens) and except as would not reasonably be expected to have a Company Material Adverse Effect. The plants, buildings, structures and material equipment included in the Assets are in sufficient operating condition to conduct the operations of the CCG Entities as currently conducted, subject only to ordinary wear and tear and except as would not reasonably be expected to have a Company Material Adverse Effect. The assets of the CCG Entities (excluding the Real Property, which is the subject of Section 4.19) constitute all of the material assets used to conduct the operations of the Business as currently conducted. (b) Except as disclosed on Section 4.20(b) of the Company Disclosure Letter, the tangible personal property owned, leased or used by each of the Designated CCG Entity (i) is in good operating condition and repair consistent with age, reasonable wear and tear excepted, and (ii) is located at the Real Property.
Sample 1
Title to Assets; Tangible Assets. Except as set forth on Schedule 4.8 hereto, each Company Entity has valid and marketable title to, or a valid leasehold interest in, all of the properties and assets used or held for use by such Company Entity, including such assets and properties located on such Company Entities’ premises, shown on or reflected in the Most Recent Financial Statements or acquired after the date thereof, free and clear of all Liens other than Permitted Liens, except for properties and assets (which are not material individually or in the aggregate) disposed of in the Ordinary Course of Business since the date of the Most Recent Financial Statements. All machinery, equipment, products and other tangible personal property owned or leased by the Company Entities is in good working order and condition in all material respects, subject to ordinary wear and tear in connection with their use in the Ordinary Course of Business. Xxxx Xxxxx does not own or have any rights in or to any of the assets, or tangible or intangible properties, that are used in the operation of any of the Company Entities or the Business.
Sample 1
Title to Assets; Tangible Assets. (a) The Company and its Subsidiaries have good and marketable title to, or a valid leasehold interest in, the personal property and assets used by them, located on their premises, or shown on the Most Recent Balance Sheet, free and clear of all Liens, except for Permitted Encumbrances. (b) The Company and its Subsidiaries own or lease all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses as presently conducted, except as disclosed in Section 4.24 of ------------ the Company Disclosure Letter. Each such tangible asset has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear).
Sample 1
Title to Assets; Tangible Assets. (a) The Company and its Subsidiaries have good and marketable title to, or a valid leasehold interest in, the personal property and assets used by them, located on their premises, or shown on the Most Recent Balance Sheet, free and clear of all Liens, except for Permitted Encumbrances. (b) The Company and its Subsidiaries own or lease all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses as presently conducted. Each such tangible asset has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear).
Sample 1
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Related to Title to Assets; Tangible Assets

  • Title to Tangible Assets The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.

  • Title to Assets; Real Property (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual 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”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Group. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

  • Tangible Assets The Target owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used and presently is proposed to be used.

  • 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.

  • 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.

  • Intangible Assets 4,912 Other assets........................................................... 113,928 Total assets........................................................... 6,920,723 CONTINUED ON NEXT PAGE

  • Net Tangible Assets Purchaser shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing of the Purchaser Share Redemption.

  • Title to Assets; Liens Unless specifically licensed or leased to the Company, title to the assets of the Company, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Members, individually or collectively, shall have any ownership interest in such assets or any portion thereof or any right of partition. The Company shall be permitted to create, incur, assume or permit to exist Liens on any assets (including Equity Interests or other securities of any Person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof.

  • Title to Assets The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

  • Real Property; Title to Assets (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or any of the Company Subsidiaries (collectively, the “Owned Real Property”). Except as would not have a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good and valid fee title to each Owned Real Property, in each case free and clear of all Liens and defects in title, except for Permitted Liens. Neither the Company nor its Subsidiaries has granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein. Neither the Company nor its Subsidiaries have leased or otherwise granted to any person the right to use or occupy any of the Owned Real Property or any portion thereof. (b) No member of the Company Group leases any real property, and no member of the Company Group is a party to any Contract to lease any real property or interest therein. (c) Except as would not have a Company Material Adverse Effect, (i) the Company Group has valid and subsisting ownership interests in all of the tangible personal property reflected in the Latest Balance Sheet as being owned by the Company Group or acquired after the date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, other than Permitted Liens, and (ii) such tangible personal property is in good operating condition and repair (normal wear and tear excepted) and is adequate and suitable for the operation of the business of the Company Group, as currently conducted.

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