Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Seller owns no real property, nor has it ever owned any real property. Schedule 3.10(a) sets forth a list of all real property currently leased, subleased, licensed or otherwise occupied by Seller in connection with the Business (the “Leased Real Property”), the name of the lessor, sublessor, licensor, master lessor and/or lessee, the date of the lease, sublease, license or other occupancy agreement and each amendment thereto and, with respect to any current lease, sublease, license or other occupancy agreement, the aggregate annual rental and/or other fees payable thereunder. Seller has provided Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which Company is bound. All such current Lease Agreements are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default). The Closing will not affect the enforceability against any person of any such Lease Agreement or the rights of Seller to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Seller currently occupies all of the Leased Real Property for the operation of the Business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property, except as set forth in Section 3.10(a) of the Seller Disclosure Schedule. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted.
(b) Seller has good and valid title to or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assets, free and clear of any Liens, other than (i) statutory Liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings and a...
Title to 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 2.12(a) of the 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, 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) and, to the Knowledge of the Company, Indemnitors and the Stockholders, there is not, under any of such leases, an existing default or event of default by a party thereto other than the Company (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 their respective 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, 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 2.12(c) of the Disclosure Schedule lists all material items of equipment (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, 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's 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 to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property, nor has the Company ever owned any real property.
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Neither the Company nor any of its Subsidiaries owns any real property, nor has the Company or any of its Subsidiaries ever owned any real property. Section 3.14(a) of the Disclosure Schedule sets forth a complete and accurate list of all real property currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”).
(b) The Company has provided Parent true, correct and complete copies of all leases, lease guaranties, subleases, Contracts for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”). All such Lease Agreements are valid and effective, and there is not, under any of such Lease Agreements, any existing default by the Company or its Subsidiaries or, to the Company’s Knowledge, any other party thereto, or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or its Subsidiaries or, to the Company’s Knowledge, any other party thereto, that is or would reasonably be expected to be, individually or in the aggregate material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has received any written notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The Closing will not affect the enforceability against any Person of any such Lease Agreement or the rights of the Company, any of its Subsidiaries or the Surviving Corporation to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted, or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Lease Agreement. The Company and its Subsidiaries currently occupy all of the Leased Real Property for the operation of its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. Neither the Company nor any of its Subs...
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Each Seller has good and valid title to, or, in the case of licensed properties and assets, valid licenses in, all of the Acquired Assets, free and clear of any Liens, except as reflected in Schedule 4.9 (a) and except for such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from or interfere with, the value or present use, of the property subject thereto or affected thereby. Each Seller at the Closing will sell, convey, assign, transfer and deliver to Buyer good and valid title to all of its respective Acquired Assets, free and clear of Liens, except as reflected in Schedule 4.9 (a) and except for such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not substantially detract from the value, or substantially interfere with the present use, of the property subject thereto or affected thereby.
(b) Schedule 4.9 (b) lists all items of equipment used by each Seller in the Business and any other items of personal property that are material to the Business and used by Seller in the Business (collectively, the "Equipment"). The Equipment is owned or leased by such Seller (as indicated on Schedule 4.9 (b)), and is (i) adequate for the conduct of the Business as currently conducted and (ii) in reasonable operating condition, subject to normal wear and tear.
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Neither Seller nor any Seller Affiliate owns nor have they ever owned any real property used primarily in the Business.
(b) Seller and each Seller Affiliate has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of the Acquired Assets, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet or the notes thereto, (ii) Liens for Taxes, assessments and similar charges which are not yet due and payable, or are being contested in good faith, and (iii) such imperfections of title and encumbrances, if any, which do not materially detract from the value thereof.
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property.
(b) All of the existing Company real property leases have been delivered previously to Quantum. Schedule 2.19 sets forth a complete and accurate list of all real property leased by the Company.
(c) The Company has good title in all of its tangible properties and assets, real, personal and mixed, used in its business, free and clear of any material liens (other than liens permitted pursuant to Section 2.11(j)), charges, pledges, security interests or other encumbrances, except as reflected in the Company Financial Statements and except for such imperfections of title in respect of real property leased by the Company, if any, which are not substantial in character, amount or extent, and which do not and are not reasonably likely to materially detract from the value, or interfere with the present use, of the property subject thereto or affected thereby.
(d) Each item of machinery and equipment having an initial acquisition cost in excess of $1,000 (the “Equipment”) owned or leased by the Company is listed in Schedule 2.19. The machinery, equipment and other tangible assets of the Company are (i) adequate for the conduct of the business of the Company consistent with its past practice, (ii) suitable for the uses to which it is currently employed, (iii) in good operating condition, subject to normal wear and tear, (iv) regularly and properly maintained, and (v) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business.
(e) Since the Balance Sheet Date, there has not occurred any transfer of title other than in the ordinary course of business, any abandonment, or any material pilferage or any other material loss with respect to, any of its property, plant or equipment.
(f) Schedule 2.19 also contains a true and correct list of all of the physical assets (including fixed assets) having an initial acquisition cost in excess of $1,000 owned or leased by the Company or on consignment. All improvements on leased property used in the business of the Company and the present use thereof are performed in accordance with all applicable laws in all material respects. The net book value of any fixed assets used in the Company’s business has not been written up or down, other than pursuant to depreciation or amortization expense consistent with past practice.
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Neither the Company nor any Subsidiary owns any real property, nor has the Company or any Subsidiary ever owned any real property. Schedule 2.9(a) sets forth a list of all real property currently leased by the Company and the Subsidiaries, the name of the lessor, and the date of the lease and each amendment thereto. 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 material existing default or event of default (or event which with notice or lapse of time, or both, would constitute a material default). To the knowledge of the Company, neither its operations nor the operation of the Subsidiaries on any such real property, nor such real property, including improvements thereon, violate any applicable building code, zoning requirement, or classification, or pollution control ordinance or state relating to the particular property to such operations, and such non-violation is not dependent, in any instance, on so-called non-conforming use exceptions.
(b) The Company and the Subsidiaries have 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 their business, free and clear of any Liens, except as reflected in the Company Financial Statements, except for liens created by the lessors of such properties or assets, 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) All equipment owned or leased by the Company and the Subsidiaries is listed in Schedule 2.9(c), except individual pieces of equipment owned by the Company or a Subsidiary with an individual book value of less than $5,000. All facilities, machinery, equipment, fixtures, vehicles, and other properties owned, leased, or used by the Company and the Subsidiaries are in good operating condition, except for ordinary wear and tear, and repair and are reasonably fit and usable for the purposes for which they are being used, except where a failure to be in such condition would not have a Material Adverse Effect on the Company or any Subsidiary.
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property.
(b) Section 2.12(b)(i) of the Schedule of Exceptions sets forth a list of all real property currently leased by the Company or otherwise currently used or occupied by the Company for the operation of the Company’s business (the “Leased Real Property”), together with the name of the lessor, the date of the lease and each amendment thereto and the aggregate annual rental payable under any such lease. Except as set forth in Section 2.12(b)(ii) of the Schedule of Exceptions, 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 such lease, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or, to the Knowledge of the Company, by any other party thereto.
(c) The Company has provided Blackbaud true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments and modifications thereof (the “Lease Agreements”); and there are no other Lease Agreements to which the Company is bound other than those identified in Section 2.12(b)(i) of the Schedule of Exceptions. Except as identified in Section 2.12(b)(ii) of the Schedule of Exceptions, the Company has not received any written notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any Lease Agreement, which has not been fully remedied and withdrawn. The consummation of the Transactions will not (i) affect the enforceability against any Person of any current Lease Agreement or the rights of the Company to the continued use and possession of the current Leased Real Property for the conduct of business as presently conducted, (ii) require the consent of any party to the Lease Agreements or (iii) result in a breach of any of the Lease Agreements or permit any party to the Lease Agreements to modify the terms of such Lease Agreements following the Closing.
(d) The Leased Real Property is in operating condition, is regularly maintained and, to the Knowledge of the Company, is free from material structural, physical and mechanical defects and is suitable for the conduct of the business of the Company as presently conducted.
(e) The Company has good and valid title to, or, in the case of leased properties and a...
Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Subsection 3.8(a) of the ServiceSoft Disclosure Schedule sets forth a list of all real property currently owned or leased by ServiceSoft and the ServiceSoft Subsidiaries and, in the case of leased property, 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) of ServiceSoft.
(b) ServiceSoft and the ServiceSoft Subsidiaries have 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 free and clear of any Liens, except as reflected in the ServiceSoft Financial Statements and except for Liens for Taxes not yet due and payable.
(c) The equipment owned or leased by ServiceSoft and the ServiceSoft Subsidiaries, taken as a whole, is (i) adequate for the conduct of the business of ServiceSoft and the ServiceSoft Subsidiaries as currently conducted (ii) generally in good operating condition, subject to normal wear and tear, and (iii) reasonably maintained.
