Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 4.12(a) of the Disclosure Letter sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto and the aggregate annual rent payable thereunder. The Company has provided Parent with 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”). All such Lease Agreements are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the Company, or to the Company’s Knowledge, any other party thereto. The Company currently occupies all of the Leased Real Property for the operation of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property. (b) All Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Company’s business as presently conducted therein. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not party to any agreement that may require the payment of any real estate brokerage commissions, and the Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreement. (c) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet and (ii) such imperfections of title and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected thereby.
Appears in 2 contracts
Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own any real property, nor has Neither the Company nor any of its Subsidiaries owns or, to the Knowledge of the Company, has ever owned owned, any real property. Section 4.12(a2.13(a) of the Disclosure Letter Schedule sets forth a 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 for the operation of business (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto and the aggregate annual rent payable thereunder. .
(b) The Company has provided Parent with 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 Lease Agreements for real property to which the Company or any of its Subsidiaries is bound, other than those identified in Section 2.13(a) of the Disclosure Schedule. All To the Knowledge of the Company, all such Lease Agreements are in full force and effect and are valid and enforceable effective in accordance with their respective terms. There is not, and (x) with respect to the Company and its Subsidiaries, under any Lease Agreementsof such leases, any no rentals are past due and there is no existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) and (y) to the Knowledge of the Company, or with respect to the Company’s Knowledge, any other party thereto. The Company currently occupies all Person under any of the Leased Real Property for the operation of its businesssuch leases, no rentals are past due and there are is no other parties occupyingexisting default or event of default (or event which with notice or lapse of time, or with both, would constitute a right to occupy, the Leased Real Property.
(b) All Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Company’s business as presently conducted thereindefault). Neither the operation Company nor any of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon. The Company its Subsidiaries could not be required to expend more than $10,000 50,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement. Neither the Company nor or any of its Subsidiaries have received any notice of a default, excluding costs 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 continued use and possession of the Leased Real Property by the Company or any of its Subsidiaries for removal the conduct of personal property and data cablingbusiness as presently conducted. The Company has performed all currently occupies the Leased Real Property for the operation of its obligations under any termination agreements pursuant to which it has terminated any leases business. Except as set forth in Section 2.13(b) of real property that the Disclosure Schedule, there are no longer in effect and has no continuing liability other parties occupying, or, to the Knowledge of the Company, with respect a right to such terminated real property leasesoccupy, the Leased Real Property. The Company is not party to any agreement that may require the payment of any real estate brokerage commissions, and the Company does not owe any owes no brokerage commissions or finders finder’s fees with respect to any such Leased Real Property and or would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreement.
(c) The Each of the Company and its Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assetsassets (tangible or intangible), real, personal and mixed, used or held for use in its business, free and clear of any Liens, except Permitted Liens. The assets and properties of the Company and its Subsidiaries include all assets and properties necessary for or currently used in, and are adequate for the conduct of, the business of the Company and its Subsidiaries as currently conducted or proposed by the Company to be conducted.
(id) as reflected Section 2.13(d) of the Disclosure Schedule sets forth a list of the top 30 customers of the Company and its Subsidiaries by revenue and top ten suppliers, vendors and service providers by expense, in each case during the Current Balance Sheet and 12 calendar months ended August 31, 2013. Since August 31, 2013, no customer, supplier, vendor or service provider listed or required to be listed on Section 2.13(d) of the Disclosure Schedule (iia) such imperfections has terminated or, to the Knowledge of title and encumbrancesthe Company, if anythreatened to terminate, which do not detract its relationship with the Company or any of its Subsidiaries, or (b) has decreased or limited materially or, to the Knowledge of the Company, threatened to decrease or limit materially, the services, supplies or materials supplied to or purchased from the value Company or interfere with any of its Subsidiaries. To the present use Knowledge of the property subject thereto or affected therebyCompany, the relationships of the Company and its Subsidiaries with such customers, suppliers, vendors and service providers are good commercial working relationships.
Appears in 1 contract
Samples: Merger Agreement (Pegasystems Inc)
Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 4.12(a3.12(a) of the Disclosure Letter Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto thereto, the size of premises and the aggregate annual rent rental payable thereunder. The Company has provided Parent Buyer with 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”). All such Lease Agreements are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the Company, or to the Company’s Knowledge, any other party thereto. The Company currently occupies all of the Leased Real Property for the operation of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property.
(b) All Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Company’s business as presently conducted therein. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not a party to any agreement or subject to any claim that may could require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Leased Real Property. The Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreement.
(c) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet Sheet, (ii) Liens for Taxes not yet due and payable, and (iiiii) such imperfections of title and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected thereby.
(d) All equipment owned or leased by the Company currently in use and held for future use is (i) adequate for the conduct of the business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sensei Biotherapeutics, Inc.)
Title to Properties; Absence of Liens and Encumbrances. (a) The Neither the Company does not own nor any of its subsidiaries owns any real property, nor has the Company or any of its subsidiaries ever owned any real property. Section 4.12(a2.13(a) of the Disclosure Letter Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or one of its subsidiaries or otherwise used or occupied by the Company or one of its subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, licenselicense or sublease, sublease or other occupancy right and each amendment thereto and the aggregate base annual rent payable thereunder. The Company has provided Parent with 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 of the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”). All such Lease Agreements are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the Company, or to the Company’s Knowledge, any other party thereto. The Company or one of its subsidiaries currently occupies all of the Leased Real Property for the operation of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property.Property during the term of the applicable Lease Agreement. 000000000 x00
(bx) All Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Company’s and its subsidiaries’ business as presently conducted therein. Neither the operation Company nor any of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon. The Company its subsidiaries could not be required to expend more than $10,000 100,000 in excess of any security deposit (including any letter of credit issued in lieu of a security deposit) in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company and each of its subsidiaries has performed all of its obligations in all material respects under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing material liability with respect to such terminated real property leases. The Neither the Company nor any of its subsidiaries (i) is not a party to any agreement or subject to any claim that may could require the payment of any future real estate brokerage commissions, and the Company does not owe commissions or (ii) owes any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease AgreementProperty.
(c) The Company has and its subsidiaries have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its their material tangible properties and assets, real, personal and mixed, used or held for use in its business, business free and clear of any Liens, except Permitted Liens.
(d) All material equipment owned or leased by the Company or one of its subsidiaries currently in use and held for future use is, in the aggregate, (i) adequate for the conduct of the business of the Company and its subsidiaries as reflected currently conducted in the Current Balance Sheet all material respects, and (ii) such imperfections of title in good operating condition based on its age, subject to normal wear and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected therebytear.
Appears in 1 contract
Samples: Draft Agreement (Rovi Corp)
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. Section 4.12(a2.12(a) of the Disclosure Letter Schedule sets forth a --------------- list of all real property currently leased, subleased or licensed leased by or from the Company or otherwise used or occupied by the Company for the operation of the Company's business (the “"Leased ------ Real Property”"), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease and each ------------- amendment thereto and, with respect to any current lease, license, sublease or other occupancy right and each amendment thereto and the aggregate annual rent rental payable under any such lease. Except as set forth in Section 2.12(a) of --------------- the Disclosure Schedule, all such current leases are in full force and effect, are valid and effective in accordance with their respective terms (except as such enforceability may be limited by principles of public policy or may be subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies), and the Company is not subject to any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) thereunder. , nor to the Knowledge of the Company or the Principal Stockholders is any party obligated thereunder subject to any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) thereunder.
(b) The Company has provided Parent with 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 real property or to which Company is bound, other than those identified in Section ------- 2.12(a) of the Disclosure Schedule. All Except as set forth in Section 2.12(a) of ------- --------------- the Disclosure Schedule, all such Lease Agreements are in full force and effect and are valid and enforceable in accordance with their respective terms. There terms (except as such enforceability may be limited by principles of public policy or may be subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies), and the Company is not, under any Lease Agreements, not subject to any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) under any such Lease Agreement (including past due rentals), nor to the Knowledge of the Company, or to the Company’s Knowledge, Company is any other party theretoother than the Company obligated under any such Lease Agreement subject to any existing default or event of default (or event which, with notice, or lapse of time or both, would constitute a default under any such Lease Agreement. The Company currently occupies all has received no 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. Except as set forth on Section 2.12(a) of the Leased Real Property Disclosure --------------- Schedule, the Closing will not affect the enforceability against any person of any such Lease Agreement or the rights of the Company or the Surviving Corporation to the continued use and possession of the real property for the operation conduct of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real Propertybusiness as presently conducted.
(bc) All The Leased Real Property is (A) in good operating condition and repair and, (B) to the Knowledge of the Company, is (i) free from structural, physical and is mechanical defects, (ii) maintained in a manner consistent with standards generally followed with respect to similar properties, and (iii) structurally sufficient and otherwise suitable for the conduct of the Company’s business as presently conducted therein. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not party to any agreement that may require the payment of any real estate brokerage commissions, and the Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreementconducted.
(cd) The Except as set forth on Section 2.12(d) of the Disclosure --------------- Schedule, the Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet Sheet, (ii) Liens for Taxes not yet due and payable, and (iiiii) such imperfections of title and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected thereby.
(e) Section 2.12(e) 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 as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear.
(f) Except as set forth on Section 2.12(d) of the Disclosure --------------- Schedule, the Company has sole and exclusive ownership, free and clear of any Liens, of all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to its 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.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Echelon Corp)
Title to Properties; Absence of Liens and Encumbrances. (a) The Neither the Company does not own nor any of the Company Subsidiaries owns any real property, nor has the Company or any of the Company Subsidiaries ever owned any real property. Section 4.12(a5.13(a) of the Company Disclosure Letter Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any of the Company Subsidiaries or otherwise used or occupied by the Company or any of the Company Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto and the aggregate annual rent payable thereunder. The Company has provided Parent with true, correct and complete copies of sets forth all leases, lease guaranties, licenses, subleases, agreements 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 amendments thereof (“Lease Agreements”). The Company has made available to Buyer true, correct and complete copies of all Lease Agreements. All such Lease Agreements are in full force and effect and are valid and enforceable against the Company or the relevant Company Subsidiary, as applicable, in accordance with their respective terms. There To the Knowledge of the Company, there is not, under any of the Lease Agreements, any existing material default or material event of default (or event which with notice or lapse of time, or both, would constitute a material default) of the CompanyCompany or any of the Company Subsidiaries, as applicable, or to the Knowledge of the Company’s Knowledge, any other party thereto. The Company and the Company Subsidiaries, as applicable, currently occupies occupy all of the Leased Real Property for the operation of its businesstheir businesses, and there are no other parties occupying, or with a right to occupy, the Leased Real Property.
(b) All Leased Real Property is in good commercially reasonable operating condition and repair and is suitable for the conduct of the Company’s business or the business of the applicable Company Subsidiary as presently conducted therein. Neither the operation of the Company or any of the Company Subsidiaries on the their respective Leased Real Property nor, to the Knowledge of the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon. The Neither the Company could not be required to expend more than $10,000 in causing nor any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company Subsidiary is not a party to any agreement Contract or subject to any claim that may could require the payment of any real estate brokerage commissions, and the Company does not owe any brokerage commissions or finders fees no such commission is owed with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy of the Leased Real Property through the remainder of the term of the applicable Lease AgreementProperty.
(c) The Company and each of the Company Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible their properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet Year-End Financials, (ii) Liens for Taxes not yet due and payable, and (iiiii) such imperfections of title and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected thereby.
(d) All equipment owned or leased by the Company or any Company Subsidiary currently in use and held for future use is (i) adequate for the conduct of the business of the Company or such Company Subsidiary as currently conducted and as currently proposed to be conducted, and (ii) in commercially reasonable operating condition, regularly and properly maintained, subject to normal wear and tear.
Appears in 1 contract
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. Section 4.12(a) 2.12 of the Disclosure Letter Schedule sets forth a ------------ list of all real property currently leased, subleased or licensed leased by or from the Company or otherwise used or occupied by the Company for the operation of the Company's business (the “"Leased Real Property”"), the name of the lessor, licensorthe date of the lease and each --------------------- amendment thereto and, sublessor, master lessor and/or lesseewith respect to any current lease, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto and the current aggregate annual rent rental payable thereunderunder any such lease. 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 existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company.
(b) The Company has provided Parent with 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 real property or to which Company is bound, other than those identified in Section 2.12 of the Disclosure Schedule. All such Lease Agreements are in full force and effect and ------------ are valid and enforceable and not in accordance default, no rentals are past due, and no circumstance exists, which, with their respective terms. There is notnotice, under any Lease Agreements, any existing default or event the passage of default (or event which with notice or lapse of time, time or both, would could constitute a default) of the Company, or to the Company’s Knowledge, default under any other party theretosuch Lease Agreement. The Company currently occupies all has received no 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 Leased Real Property Company or the Surviving Corporation to the continued use and possession of the real property for the operation conduct of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real Propertybusiness as presently conducted.
(bc) All The Leased Real Property is in good reasonable operating condition and repair repair, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is suitable sufficient for the conduct of the Company’s business as presently conducted therein. Neither the operation as of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not party to any agreement that may require the payment of any real estate brokerage commissions, and the Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreementdate hereof.
(cd) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet or Section 2.12 of the Disclosure Schedule, (ii) Liens for Taxes ------------ not yet due and payable, and (iiiii) such imperfections of title and encumbrances, if any, which do not detract materially from the value or interfere with the Company's present use of the property property.
(e) All material items of equipment with a value of $25,000 or more (the "Equipment") owned or leased by the Company are (i) adequate for the --------- conduct of the business of the Company as currently conducted and (ii) to the Knowledge of the Company, in reasonable operating condition, regularly and properly maintained, subject thereto to normal wear and tear.
(f) Except for the rights of American National Bank and Trust Company of Chicago as a senior secured lender to the Company, the Company has sole and exclusive ownership, free and clear of any Liens, of all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to its current and former customers (the "Customer -------- Information"), except for the rights of such customers in the Customer ----------- Information not granted to the Company. No person other than the Company possesses any claims or affected therebyrights with respect to use of the Customer Information, except for the rights of such customers in the Customer Information not granted to the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lantronix Inc)
Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 4.12(a2.9(a) of the Disclosure Letter Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company Seller IP and/or Seller R&D, or otherwise used or occupied by the Company Seller IP and/or Seller R&D (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto and including the aggregate annual rent rental payable thereunder. The Company has provided Parent with Seller Parties have Made Available to Buyer Parties 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 Propertyagreements, including all amendments, terminations and modifications thereof (the “Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which Seller IP or Seller R&D is bound. All such Lease Agreements are in full force and effect and are valid and enforceable effective in accordance with their respective terms. There , and there is not, under any of such Lease Agreements, any existing default default, no rentals are past due, or event of default (or event which with notice or lapse of time, or both, would constitute a default) ). As provided under the Transition Services Agreement, the Closing will not affect the enforceability against any Person of any such Lease Agreement or the Company, or rights of any Buyer Party to the Company’s Knowledge, any other party thereto. The Company currently occupies all continued use and possession of the Leased Real Property occupied for the operation conduct of its businessthe Business, and there 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 any Buyer Party 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. There are no other parties occupying, or with a right to occupy, any portion of the Leased Real Property.
(b) All The Leased Real Property is in good operating condition and repair repair, free from material 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 Company’s business as presently conducted thereinBusiness. Neither the operation operations of the Company Seller IP and/or Seller R&D on the Leased Real Property nor, to the Company’s Knowledgeknowledge of Seller Parties, such Leased Real Property, violates including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation, statute or other similar Law relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing , and any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company non-violation is not party to dependent on so-called non-conforming use exceptions. There is not existing, no Seller Party has received any agreement that may require the payment of any real estate brokerage commissionsnotice of, and to the Company does knowledge of Seller Parties, there is not owe presently contemplated or proposed, any brokerage commissions eminent domain, condemnation or finders fees similar action, or, to the knowledge of Seller Parties, zoning action or proceeding, with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy portion of the Leased Real Property through the remainder of the term of the applicable Lease AgreementProperty.
(c) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet and (ii) such imperfections of title and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected thereby.
Appears in 1 contract
Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 4.12(aSECTION 2.12(a) of the Disclosure Letter Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company for the operation of its business (the “Leased Real Property”"LEASED REAL PROPERTY"), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto and (the "LEASE AGREEMENTS") and, with respect to any current lease, license, sublease or other occupancy right the aggregate annual rent rental payable thereunder. The Company has provided Parent with 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”). All such Lease Agreements are in full force and effect and are valid and enforceable effective in accordance with their respective terms. There , and there is not, under any Lease Agreementsof such leases, any existing default default, no rentals are past due, or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the Company, or to the Company’s Knowledge, any other party thereto). The Company currently occupies all has not received any written or, to its Knowledge, oral 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 to the continued use and possession of the Leased Real Property for the operation conduct of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real Propertybusiness as presently conducted.
(b) All The Leased Real Property is (i) is, to the Knowledge of the Company, in good operating condition and repair repair, free from structural, physical and mechanical defects and (ii) is suitable for the conduct of the Company’s business as presently conducted thereinconducted. Neither the operation of the Company on the Leased Real Property nor, to the Company’s 's Knowledge, such Leased Real Property, violates including the improvements thereon, violate in any Law material respect any applicable building code, zoning requirement or statute relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing , and any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company non-violation is not party to any agreement that may require the payment of any real estate brokerage commissions, and the Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreementdependent on so-called non-conforming use exceptions.
(c) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet Sheet, (ii) Liens for Taxes not yet due and payable, and (iiiii) such imperfections of title and encumbrances, if any, which do not materially detract from the value or interfere with the present use of the property subject thereto or affected therebysuch property.
Appears in 1 contract
Samples: Merger Agreement (Scansoft Inc)
Title to Properties; Absence of Liens and Encumbrances. CONDITION OF EQUIPMENT; CUSTOMER INFORMATION
(a) The Company does not own any real property, nor has the Company ever owned any real property. Section 4.12(aSECTION 2.12(a) of the Disclosure Letter Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company for the operation of its business (the “Leased Real Property”"LEASED REAL PROPERTY"), the name of the lessor, licensor, sublessor, master lessor and/or lessee, lessee the date and term of the lease, license, sublease or other occupancy right and each amendment thereto and and, with respect to any current lease, license, sublease or other occupancy right the aggregate annual rent rental payable thereunder. .
(b) The Company has provided Parent with 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"); there are no other Lease Agreements”)Agreements affecting the Leased Real Property to which the Company is a party and, to the Knowledge of the Company there are no other Lease Agreements affecting the Leased Real Property, other than those identified in SECTION 2.12(a) of the Disclosure Schedule. All such Lease Agreements are in full force and effect and are valid and enforceable effective in accordance with their respective terms. There , and there is not, under any Lease Agreementsof such leases, any existing default by the Company or to the Knowledge of the Company, by any party thereto, or event of default by the Company or to the Knowledge of the Company, by any other party thereto (or event which with notice or lapse of time, or both, would constitute a default) default by the Company or to the Knowledge of the Company, or to the Company’s Knowledge, by any other party thereto). The Company has not received any 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. Except as set forth in SECTION 2.12(b) of the Disclosure Schedule, the Closing will not affect the enforceability against any person of any such Lease Agreement or the rights of the Company or the Surviving Corporation to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. The Company currently occupies all of the Leased Real Property for the operation of its business, and there business except as set forth in SECTION 2.12(a) of the Disclosure Schedule. There are no other parties occupying, or with a right to occupy, the Leased Real Property.
(b) All Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Company’s business , except as presently conducted therein. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing any Leased Real Property to comply with the surrender conditions set forth in SECTION 2.12(a) of the applicable Lease Agreement, excluding costs for removal of personal property and data cablingDisclosure Schedule. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not party to any agreement that may require .
(c) To the payment Knowledge of any real estate brokerage commissionsthe Company, and the Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through 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 otherwise suitable for the remainder conduct of the term business as presently conducted. Neither the operation of the Company on the Leased Real Property nor, to the Company's knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable Lease Agreementbuilding code, zoning requirement or statute relating to such property or operations thereon.
(cd) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet Sheet, (ii) Liens for Taxes not yet due and payable, and (iiiii) such imperfections of title and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected thereby.
(e) SECTION 2.12(e) of the Disclosure Schedule lists all material items of equipment (the "EQUIPMENT") owned, leased or used by the Company, and such Equipment is (i) adequate for the conduct of the business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. After the Effective Time, the Surviving Corporation will have the same rights to, and use of, the Equipment that the Company had prior to the Effective Time.
(f) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to its 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.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc)
Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own 7.16.1 No QRG Group Entity owns any real property, property or has any option or right to acquire any ownership interest in any real property nor has the Company any QRG Group Entity ever owned any real property. Section 4.12(a) of the .
7.16.2 The Disclosure Letter sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto and the aggregate annual rent payable thereunder. The Company has provided Parent with 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 all real property currently leased, subleased or licensed by or from any QRG Group Entity or otherwise used or occupied by any QRG Group Entity for the operation of their respective businesses (the “Leased Real Property”), including all amendments, terminations and modifications thereof (“Lease Agreements”). All such ; and there are no other Lease Agreements are in full force and effect and are valid and enforceable in accordance with their respective termsfor real property affecting the Leased Real Property or to which any QRG Group Entity is bound. There is not, under any of such Lease Agreements, any existing default or event of default by any QRG Group Entity (or to the Seller’s knowledge, any default by any lessor of any Leased Real Property under any of such Lease Agreements) nor so far as the Seller is aware, is there any event or circumstance existing which with notice or lapse of time, or both, would constitute a default) of the Company, or to the Company’s Knowledge, default under any other party theretosuch Lease Agreements). The Company Lease Agreements are valid and effective in accordance with their respective terms, subject to Laws of general application relating to bankruptcy, insolvency and the relief of debtors. The QRG Group Entities currently occupies occupy all of the Leased Real Property for the operation of its business, their businesses and there are no other parties occupying, or with a right to occupy, the Leased Real Property.
(b) All Leased Real Property 7.16.3 So far as the Seller is in good operating condition and repair and is suitable for the conduct of the Company’s business as presently conducted therein. Neither aware, neither the operation of the Company any QRG Group Entity on the Leased Real Property nor, to the Company’s Knowledge, nor such Leased Real Property, violates including the improvements thereon, violate in any Law material respect any applicable building code, zoning requirement or statute relating to such property or operations thereon. The Company could , and any such non violation is not be required to expend more than $10,000 dependent on so called non conforming use exceptions.
7.16.4 Each QRG Group Entity has good and marketable title to, and in causing any the case of leasehold interests, valid leasehold interest in all of its tangible properties and assets and Leased Real Property to comply with the surrender conditions set forth in the applicable Lease AgreementProperty, excluding costs for removal free and clear of personal property and data cabling. The Company all Liens except permitted Liens.
7.16.5 Each QRG Group Entity has performed all of its their obligations under any termination agreements pursuant to which it has any of them have terminated any leases of leases, subleases, licences or other occupancy agreements for real property that are no longer in effect and no QRG Group Entity has no any continuing liability with respect to such terminated real property leasesagreements. The Company is not party to any agreement that may require Disclosure Letter sets forth the payment of any real estate brokerage commissions, and the Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreement.
(c) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, realreal (other than the Leased Real Property disclosed in the Disclosure Letter), personal and mixed, used or and/or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet and (ii) such imperfections of title and encumbrances, if any, which do not detract from the value or interfere with the present use conduct of the property subject thereto or affected therebyCompany Business with an individual value of more than £25,000.
Appears in 1 contract
Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 4.12(a2.13(a) of the Disclosure Letter Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto thereto, the size of premises and the aggregate annual rent rental payable thereunder. The Company has provided Parent with 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”). All such Lease Agreements are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the Company, or to the Company’s Knowledge, any other party thereto. The Except for portions of the premises that are shared, including but not limited to conference rooms and kitchen space, the Company currently occupies all of the Leased Real Property for the operation of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property.
(b) All Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Company’s business as presently conducted thereinand as presently proposed to be conducted. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not a party to any agreement or subject to any claim that may could require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Leased Real Property. The Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreement.
(c) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet Financials, (ii) Permitted Liens, and (iiiii) such imperfections of title and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected thereby.
(d) All equipment owned or leased by the Company currently in use and held for future use is (i) adequate for the conduct of the business of the Company as currently conducted and as currently proposed to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear.
Appears in 1 contract
Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 4.12(a) of the Disclosure Letter sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto and the aggregate annual rent payable thereunder. The Company has provided Parent with 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”). All such Lease Agreements are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the Company, or to the Company’s Knowledge, any other party thereto. The Company currently occupies all of the Leased Real Property for the operation of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property.
(b) All Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Company’s business as presently conducted therein. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not party to any agreement that may require the payment of any real estate brokerage commissions, and the Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreement.
(c) The Company has good and valid title to, or, in the case of leased properties and assets, or a valid leasehold interests interest in, all of its tangible the properties and assetsassets which it purports to own or lease (real, realtangible, personal and mixed), used or held including all the properties and assets reflected in the Company Balance Sheet (except for use personal property sold since the date of the Company Balance Sheet in its business, the ordinary course of business consistent with past practice). All properties and assets reflected in the Company Balance Sheet are free and clear of any all Liens, except for Permitted Liens.
(b) Section 1.15 of the Company Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased, subleased or licensed by the Company and the location of such premises. Complete copies of all material real property leases, licenses or other occupancy agreements to which the Company is a party (collectively, the “Company Real Property Leases”) have been delivered to or made available to the Purchaser. Section 1.15 of the Company Disclosure Schedule lists all Company Real Property Leases.
(c) As of the date of this Agreement, (i) all Company Real Property Leases are in full force and effect (except as reflected such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar applicable Legal Requirements affecting or relating to creditors’ rights generally and general principles of equity, regardless of whether asserted in the Current Balance Sheet and a proceeding in equity or at law), (ii) such imperfections of title and encumbrances, if any, which do not detract from there is no existing material default by the value or interfere with the present use Company under any of the property subject thereto Company Real Property Leases, except such defaults as have been waived in writing, (iii) no event has occurred with respect to the Company which, with notice or affected therebylapse of time or both, would constitute a default of any of the Company Real Property Leases, and (iv) to the Company’s Knowledge, there are no defaults of any material obligations of any party other than the Company under any Company Real Property Lease.
Appears in 1 contract
Title to Properties; Absence of Liens and Encumbrances. (a) The Neither the Company does not own nor any of the Subsidiaries owns any real property, nor has the Company have either ever owned any real property. .
(b) Section 4.12(a2.10(b) of the Disclosure Letter Schedule sets forth a true and correct list of all real property currently leasedleases, subleased subleases or licensed by other agreements, oral or from written (collectively, “Real Property Leases”), under which the Company or otherwise used any of the Subsidiaries uses or occupied by occupies or has the Company right to use or occupy any real property (the “Leased Real Property”). Each Real Property Lease is valid, the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date binding and term of the lease, license, sublease or other occupancy right and each amendment thereto and the aggregate annual rent payable thereunder. The Company has provided Parent with 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”). All such Lease Agreements are in full force and effect and are valid and enforceable in accordance with their respective termseffect, subject to the Enforceability Exceptions. There is not, under any Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of Neither the Company, or any of the Subsidiaries, nor, to the Company’s Knowledge, any other party thereto. The to any Real Property Lease, is in material breach or default of, and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a breach or default by the Company currently occupies all or any of the Leased Subsidiaries under any Real Property for Lease or permit the operation of its businesstermination, and there are no other parties occupyingmaterial modification, acceleration or with a right to occupy, the Leased Real Property.cancellation thereof. AGREEMENT AND PLAN OF MERGER
(bc) All Leased Real Property is in good operating condition and repair and is suitable for Neither the conduct Company nor any of the Company’s business as presently conducted therein. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates Subsidiaries has received written notice from any Law relating to such property insurance carrier or operations thereon. The Company could not be required to expend more than $10,000 in causing landlord for any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not party to any agreement that may require the payment of any real estate brokerage commissions, and the Company does not owe or any brokerage commissions of the Subsidiaries needs to undertake any material repairs, alterations or finders fees construction or to take any other corrective action with respect to any Leased Real Property. All base rent, additional rent and all other charges and amounts payable by the Company or any of the Subsidiaries under the Real Property Leases have been paid as of the Closing Date. To the Company’s Knowledge, except for reasonable wear and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have tear, all improvements, buildings and systems, including, without limitation, the right to occupy electrical, plumbing, heating, ventilation, air conditioning, roofing and other utility systems on the Leased Real Property through the remainder are in all material respects in good repair, working order and operating condition and are adequate for operation of the term Business. To the Company’s Knowledge, there are no material structural defects in the improvements on the Leased Real Property, nor are there any material repairs that are reasonably necessary to be undertaken in order to operate the Business on the Leased Real Property in a lawful, safe and efficient manner. To the Company’s Knowledge, the zoning of the applicable Lease Agreement.
(c) Leased Real Property permits the presently existing improvements and the continuation of the Business as presently being conducted on such Leased Real Property. To the Company’s Knowledge, there are no condemnation or rezoning hearings or Proceedings pending before any Governmental Authority, or proposed or contemplated by any Governmental Authority with respect to the Leased Real Property. The Company has good is in actual, exclusive possession of the Leased Real Property, and valid title to, or, except as otherwise provided in the case of leased properties and assetsReal Property Leases, has good, valid and indefeasible title to all leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its businessestates created under the Real Property Leases, free and clear of any Liensall Encumbrances. The Company has made available to Parent a correct and complete copy of each Real Property Lease, except (i) as reflected in the Current Balance Sheet and (ii) such imperfections of title and encumbrancesall amendments, if any, which do not detract from the value supplements or interfere with the present use of the property subject thereto or affected therebymodifications thereto.
Appears in 1 contract
Samples: Merger Agreement (Netsuite Inc)
Title to Properties; Absence of Liens and Encumbrances. (ai) The Company does not own any None of the real property, nor has the Company ever owned any and leases and subleases of, and other interests in, real property. Section 4.12(a) of the Disclosure Letter sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company or any of its Subsidiaries, in each case, together with all buildout, fixtures and improvements created thereon ("REAL PROPERTY") is owned by the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries ever owned any Real Property. All of the Real Property is leased or subleased by the Company or one of its Subsidiaries, or the Company or one of its Subsidiaries has an interest in such Real Property pursuant to a warehousing, license or occupancy agreement ("LEASED REAL PROPERTY").
(ii) SCHEDULE 2.12(A)(II) sets forth all leases, subleases and other agreements pursuant to which the Company and each of its Subsidiaries derives its rights in the Leased Real Property (the “Leased Real Property”"LEASES"), including, with respect to each such Lease, the name identity of the lessor, licensor, sublessor, master lessor and/or lesseelandlord or sublandlord, the date and term of the lease, license, sublease or other occupancy right such Lease and each amendment thereto and thereto, the aggregate annual rent payable thereunder. The Company has provided Parent with truerent, correct and complete copies the address 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 buildings.
(“Lease Agreements”). All such Lease Agreements iii) The Leases are in full force and effect good standing and are valid valid, binding and enforceable in accordance with their respective terms. There is not, and there does not exist under any such Lease Agreementsany default by the Company or any of its Subsidiaries or, to the Company's knowledge, by any existing default other Person, or any event of default (that, with or event which with without notice or lapse of time, time or both, would constitute a default) default by the Company or any of the Companyits Subsidiaries or, or to the Company’s Knowledge's knowledge, by any other party theretoPerson. The Company currently occupies has delivered to Parent complete copies of all of Leases, including all amendments and agreements related thereto, and the Leased Real Property for Leases constitute the operation entire agreement between the Company or any of its business, Subsidiaries and there are no other parties occupying, each landlord or sublandlord with a right respect to occupy, the Leased Real Property. All rent and other charges currently due and payable under the Leases have been paid.
(iv) The Company or one of its Subsidiaries is the holder of the tenant's interest under the Leases and has not assigned the Leases nor subleased all or any portion of the premises leased thereunder. Neither the Company nor any of its Subsidiaries has made any material alterations, additions or improvements to the premises leased under the Leases that are required to be removed (or of which any landlord or sublandlord could require removal) at the termination of the respective Lease terms. The Company or one of its Subsidiaries owns all trade fixtures, equipment and personal property located in the premises leased under the Leases and the landlords thereunder have no Lien thereon or claim thereto.
(b) All Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Company’s business as presently conducted therein. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all each of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not party to any agreement that may require the payment of any real estate brokerage commissions, and the Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreement.
(c) The Company Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its material tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet Company Financial Statements or in SCHEDULE 2.12(B) and (ii) except for liens for ad valorem 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 value, or materially interfere with the present use use, of the property subject thereto or affected thereby.
(c) All facilities, machinery, equipment, fixtures, vehicles, and other personal properties owned, leased or used by the Company or any of its Subsidiaries are (i) adequate for the conduct of the business of the Company and its Subsidiaries as currently conducted and as currently proposed to be conducted and (ii) in good operating condition, subject to normal wear and tear, and 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 Company Material Adverse Effect.
(d) Neither the Company nor any of its Subsidiaries has sold, transferred, disclosed, made available to the public or otherwise released for distribution any of its customer files and other customer information relating to the Company's or any of its Subsidiaries current and former customers (the "COMPANY CUSTOMER INFORMATION"). Except for information as provided to sales representatives (which information is subject to a customary non-disclosure agreement), no Person other than the Company or one of its Subsidiaries possesses or has any claims or rights with respect to use of the Company Customer Information.
(e) Neither the Company nor any of its Subsidiaries is in default or breach of any agreement between the Company or any of its Subsidiaries and vendors of online or offline credit card payment services, including without limitation agreements between the Company and Wells Fargo Merchant Services, L.L.C., American Express, Discover Novux Xxxwork and iPayment, Inc. If any credit card payment services agreement to which the Company or any of its Subsidiaries currently is a party were terminated, the Company knows of no reason why the Company or any of its Subsidiaries would be unable to enter into alternative credit card payment services arrangements at least as favorable to the Company as any of its current credit card payment services arrangements. To the Company's knowledge, neither the Company nor any of its Subsidiaries is listed on a "global watch list" in connection with credit card charge-backs and/or retrieval requests. The Company's business as now being conducted and as now proposed to be conducted is not reasonably expected to produce excessive credit card charge-backs and/or retrieval requests (as defined under any agreement, terms, policies or conditions of any vendor of online or offline credit card payment services to the Company or any of its Subsidiaries) or to place the Company on any "global watch list" in connection with credit card charge-backs and/or retrieval requests.
Appears in 1 contract
Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not currently own any real property, nor has the Company ever owned any real property. Section 4.12(a2.11(a) of the Disclosure Letter Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company for the operation of its business (the “Leased Real Property”)) and each lease, sublease, license or other occupancy agreement relating to the Leased Real Property to which the Company is a party or by which it is bound, the name of the lessor, licensor, sublessor, master lessor and/or lesseelessor, lessee or other party using or occupying the same, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto and (the aggregate annual rent payable thereunder. The Company has provided Parent with 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”). The Company has made available to Parent a true, correct and complete copy of each Lease Agreement and all amendments or modifications thereto. All such Lease Agreements are in full force valid and effect and are valid effective and enforceable in accordance with their respective termsterms except as such enforceability may be subject to the Laws of general application relating to bankruptcy, insolvency, reorganization and the relief of debtors and rules of Law governing specific performance, injunctive relief, or other equitable remedies. There is notThe Company has performed in all material respects, under and to the Company’s Knowledge each other party to any Lease AgreementsAgreement has performed in all material respects, all of its obligations under each Lease Agreement. With respect to each Lease Agreement, there is not any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of by the CompanyCompany or, or to the Company’s Knowledge, any other party theretoto any Lease Agreement, and no rentals are past due. The Company currently occupies all has not sent or received any written notice of the Leased Real Property for the operation of its businessa default, and there are no other parties occupyingalleged failure to perform, or any offset or counterclaim with a right respect to occupyany Lease Agreement, the Leased Real Propertywhich has not been fully remedied and withdrawn.
(b) All The Leased Real Property is in good operating condition and repair (subject to normal wear and tear), and to the Company’s Knowledge, free from material structural, physical and mechanical defects and is structurally sufficient and otherwise suitable for the conduct of the Company’s business as presently conducted thereinconducted. Neither Except as set forth in Section 2.11(b) of the Disclosure Schedule, neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates including the improvements thereon, violate in any Law material respect any applicable building code, zoning requirement or statute relating to such property or operations thereon, and to the Knowledge of the Company, any such non-violation is not dependent on so-called non-conforming use exceptions. The Company could not be required to expend more than $10,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not party to any agreement that may require the payment of any real estate brokerage commissions, and the Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreement.
(c) The Company has good has, and immediately after giving effect to the transactions contemplated by this Agreement will have, good, marketable and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties properties, rights, interests and assets, real, personal and mixed, used in, necessary for the conduct of or held for use in its business, including all such properties or assets owned by the Company reflected in the Company’s audited balance sheet for the fiscal year ended January 29, 2011 (except inventory and other assets disposed of in the ordinary course of business since January 29, 2011, and accounts or notes receivable paid since January 29, 2011 or as otherwise contemplated by this Agreement), free and clear of any Liens, except (i) as reflected Liens in favor of carriers, warehousemen, mechanics, materialmen and landlords granted in the Current Balance Sheet ordinary course of business for amounts not overdue and for which adequate reserves have been established in accordance with GAAP, (ii) such imperfections of title Liens for Taxes not yet due and encumbrancespayable, if any, and (iii) common law or statutory Liens which do not materially detract from the value or interfere with the present use of the property subject thereto or affected therebythereby (collectively, “Permitted Liens”) and except as set forth in Section 2.11(c) of the Disclosure Schedule.
(d) All equipment owned or leased by the Company currently in use and necessary for the conduct of its business as presently conducted is in good operating condition, regularly and properly maintained, subject to normal wear and tear.
Appears in 1 contract
Samples: Merger Agreement (Chicos Fas Inc)
Title to Properties; Absence of Liens and Encumbrances. (ai) The None of the real property used or occupied by the Company does not own or any real propertyof its Subsidiaries, in each case together with all buildout, fixtures and improvements created thereon (“Real Property”), is owned by the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries ever owned any real property. Section 4.12(a) All of the Disclosure Letter sets forth a list of all real property currently leased, Real Property is leased or subleased or licensed by or from the Company or otherwise used or occupied by one of its Subsidiaries.
(ii) Schedule 3.12 sets forth all leases, subleases and other agreements pursuant to which the Company and each of its Subsidiaries derives its rights in the Real Property (the “Leased Real PropertyLeases”), including, with respect to each such Lease, the name identity of the lessorlandlord or sublandlord, licensor, sublessor, master lessor and/or lesseethe addresses, the date and term of the lease, license, sublease or other occupancy right such Lease and each amendment thereto thereto, and the aggregate annual rent payable thereunder. rent.
(iii) The Company has provided Parent with trueLeases are valid, 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”). All such Lease Agreements are in full force and effect and are valid binding and enforceable in accordance with their respective terms. There is not, and there does not exist under any such Lease Agreementsany material default by the Company or any of its Subsidiaries or, to the Company’s knowledge, by any existing default other Person, or any event of default (that, with or event which with without notice or lapse of time, time or both, would constitute a default) material default by the Company or any of the Companyits Subsidiaries or, or to the Company’s Knowledgeknowledge, by any other party theretoPerson. The Company has delivered to Parent complete copies of all Leases, including all amendments and agreements related thereto, and the Leases constitute the entire agreement between the Company or any of its Subsidiaries and each landlord or sublandlord with respect to the Real Property. All rent and other charges currently occupies all due and payable by the Company or any of its Subsidiaries under the Leases have been paid.
(iv) The Company or one of its Subsidiaries is the holder of the Leased Real Property for tenant’s interest under the operation Leases and has not assigned the Leases nor subleased all or any portion of the premises leased thereunder. Neither the Company nor any of its businessSubsidiaries has made any material alterations, additions or improvements to the premises leased under the Leases that are required to be removed (or of which any landlord or sublandlord could require removal) at the termination of the applicable Lease terms. The Company or one of its Subsidiaries owns all trade fixtures, equipment and there are personal property located in the premises leased under the Leases and the landlords thereunder have no other parties occupying, Lien thereon or with a right to occupy, the Leased Real Propertyclaim thereto.
(b) All Leased Real Property is The assets and properties of the Company are adequate and sufficient, in good operating condition and repair and is suitable all material respects, for the conduct of the Company’s business as presently conducted therein. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereonas currently conducted. The Company could not be required to expend more than $10,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all each of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not party to any agreement that may require the payment of any real estate brokerage commissions, and the Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreement.
(c) The Company Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its material tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, Liens except for (i) as Liens reflected in the Current Balance Sheet Company Financial Statements, (ii) Liens for Taxes not yet due and payable and (iiiii) such imperfections of title and encumbrances, if any, which that are not material in character, amount or extent, and that do not materially detract from the value value, or materially interfere with the present use use, of the property subject thereto or affected thereby.
(c) All facilities, machinery, equipment, fixtures, vehicles, and other personal properties owned, leased or used by the Company or any of its Subsidiaries are in all material respects (i) adequate for the conduct of the business of the Company and its Subsidiaries as currently conducted and (ii) in good operating condition, subject to normal wear and tear, and reasonably fit and usable for the purposes for which they are being used.
(d) Neither the Company nor any of its Subsidiaries has sold, transferred, disclosed, made available to the public or otherwise released for distribution any of its customer files and other customer information relating to the Company’s or any of its Subsidiaries’ current and former customers (the “Company Customer Information”). Except for information as provided to sales representatives (which information is subject to a customary non-disclosure agreement), no Person other than the Company or one of its Subsidiaries possesses or has any claims or rights with respect to use of the Company Customer Information.
Appears in 1 contract
Title to Properties; Absence of Liens and Encumbrances. (a) The the Company does not own any owns no real property, nor has the Company it ever owned any real property. .
(b) Section 4.12(a2.10(b) of the Disclosure Letter Schedule sets forth a true and correct list of all leases, subleases or other agreements, oral or written (collectively, “Real Property Leases”), under which the Company uses or occupies or has the right to use or occupy any real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company (the “Leased Real Property”). Each Real Property Lease is valid, the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date binding and term of the lease, license, sublease or other occupancy right and each amendment thereto and the aggregate annual rent payable thereunder. The Company has provided Parent with 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”). All such Lease Agreements are in full force and effect and are valid and enforceable in accordance with their respective termseffect. There is not, under any Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of Neither the Company, or nor, to the Company’s Knowledge, any other party thereto. The Company currently occupies all of the Leased to any Real Property for the operation of its businessLease, is in material breach or default of, and there are no other parties occupyingevent has occurred which, with the passage of time or with the giving of notice or both, would constitute a right to occupy, material breach or default by the Leased Real Property.
(b) All Leased Company under any Real Property is in good operating condition and repair and is suitable for Lease or permit the conduct of the Company’s business as presently conducted therein. Neither the operation of the Company on the Leased Real Property nortermination, to the Company’s Knowledgematerial modification, such Leased Real Property, violates any Law relating to such property acceleration or operations thereon. The Company could not be required to expend more than $10,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not party to any agreement that may require the payment of any real estate brokerage commissions, and the Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreementcancellation thereof.
(c) The Company has not received notice from any insurance carrier or landlord for any Leased Real Property that the Company needs to undertake any material repairs, alterations or construction or to take any other corrective action with respect to any Leased Real Property. All base rent, additional rent and all other charges and amounts payable by the Company under the Real Property Leases that are due as of the Closing Date have been paid as of the Closing Date. To the Company’s Knowledge, except for reasonable wear and tear, all improvements, buildings and systems, including, without limitation, the electrical, plumbing, heating, ventilation, air conditioning, roofing and other utility systems on the Leased Real Property are in all material respects in good repair, working order and valid title tooperating condition and are adequate for operation of the Business. To the Company’s Knowledge, or, there are no material structural defects in the case improvements on the Leased Real Property, nor are there any material repairs that are reasonably necessary to be undertaken in order to operate the Business on the Leased Real Property in a lawful, safe and efficient manner. To the Company’s Knowledge, the zoning of leased properties the Leased Real Property permits the presently existing improvements and assetsthe continuation of the Business as presently being conducted on such Leased Real Property. To the Company’s Knowledge, there are no condemnation or rezoning hearings or Proceedings pending before any Governmental Authority, or proposed or contemplated by any Governmental Authority with respect to the Leased Real Property. The Company is in actual, exclusive possession of the Leased Real Property, and except as otherwise provided in the Real Property Leases, has good, valid and indefeasible title to all leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its businessestates created under the Real Property Leases, free and clear of any Liensall Encumbrances. The Company has delivered to Parent a correct and complete copy of each Real Property Lease, except (i) as reflected in the Current Balance Sheet and (ii) such imperfections of title and encumbrancesall amendments, if any, which do not detract from the value supplements or interfere with the present use of the property subject thereto or affected therebymodifications thereto.
Appears in 1 contract
Title to Properties; Absence of Liens and Encumbrances. (a) The Neither the Company does not own nor any of its subsidiaries owns any real property, nor has the Company have they ever owned any real property. Section 4.12(a2.10(a) of the Company Disclosure Letter sets forth a 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 PropertyCompany Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto thereto, the size of the premises and the aggregate annual rent rental payable thereunder. The Company has provided Parent with 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 PropertyCompany Facilities, including all amendments, terminations and modifications thereof (“Lease AgreementsCompany Leases”). All such Lease Agreements Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Lease AgreementsCompany Leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the CompanyCompany or any of its subsidiaries, or to the Company’s Knowledge, any other party thereto. The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, 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 materially impair the rights of the Company or any of its subsidiaries or materially 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 Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of business as presently conducted. The Company and its subsidiaries currently occupies occupy all of the Leased Real Property Company Facilities for the operation of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real PropertyCompany Facilities.
(b) All Leased Real Property is The Company Facilities are in good operating condition and repair and is are suitable for the conduct of the Company’s business as presently conducted therein. Neither the operation of the Company nor any of its subsidiaries on the Leased Real Property Company Facilities nor, to the Company’s Knowledge, such Leased Real PropertyCompany Facilities, violates violate, any Law relating to such property or operations thereon. The Neither the Company nor any of its subsidiaries could not be required to expend more than $10,000 in causing any Leased Real Property Company Facilities to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cablingCompany Lease. The Company and each of its subsidiaries has performed all of its obligations obligations, under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not party to any agreement that may require the payment of any real estate brokerage commissions, and the Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreement.
(c) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet Company Financials and in Section 2.10(b) of the Company Disclosure Letter and (ii) such imperfections of title Liens for Taxes not yet due and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected therebypayable.
Appears in 1 contract
Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own any owns no real property, property nor has the Company it ever owned any real property. Section 4.12(aSchedule 2.24(a) of the Disclosure Letter sets forth a list of all real property currently leasedcurrently, subleased or licensed by or from at any time in the Company past, leased or otherwise used or occupied by the Company (the “Leased Real PropertyCompany Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lesseeor owner of the real property, the date and term of the lease, license, sublease lease or other occupancy right agreement and each amendment or other modification thereto (the “Company Leases”), the term of such Company Leases, and the aggregate annual rent rental and other fees payable thereunder. The under any such Company has provided Parent with 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 Leases currently in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”)effect. All such Lease Agreements current Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There The Company is not, not in breach of or in default under any Lease Agreementsof such current Company Leases and no event or condition has occurred, any existing default or event which could (with the giving of default (or event which with notice or lapse the passage of time, time or both, would ) constitute a default) breach of or default by the Company under any such current Company Lease. To the Knowledge of the CompanyClass A Stockholders, or to the Company’s Knowledge, any no other party theretoto any such current Company Lease is in breach of or in default under any such current Company Leases and no event or condition has occurred which could (with the giving of notice or the passage of time or both) constitute a breach of or default by the Company under any such current Company Lease. The Company currently occupies enjoys peaceful and undisturbed possession of all of the Leased Real Property for the operation of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real PropertyCompany Facilities.
(b) All Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Company’s business as presently conducted therein. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not party to any agreement that may require the payment of any real estate brokerage commissions, and the Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreement.
(c) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet Year-End Financials and in Schedule 2.24(b) and (ii) Liens for Taxes not yet due and payable. All lease agreements relating to such imperfections of title and encumbrancesproperties or assets are duly registered (geregistreerd) and, if anywhere appropriate in order to secure their enforceability against third parties, which do not detract from the value or interfere recorded (overgeschreven) with the present use of the property subject thereto or affected therebymortgage registrar (kantoor der hypotheekbewaring).
Appears in 1 contract
Samples: Stock Purchase Agreement (Cypress Semiconductor Corp /De/)
Title to Properties; Absence of Liens and Encumbrances. (a) The Neither the Company does not own nor any Subsidiary owns any real property, nor has the Company or any Subsidiary ever owned any real property. Section 4.12(aAnnex 9.1.12(a) of the Disclosure Letter sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any Subsidiary or otherwise used or occupied by the Company or any Subsidiary for the operation of its business (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto and (the Lease Agreements) and, with respect to any current lease, license, sublease or other occupancy right the aggregate annual rent rental payable thereunder. The Company has provided Parent with 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”). All such Lease Agreements are in full force and effect and are valid and enforceable effective in accordance with their respective terms. There , and there is not, under any Lease Agreementsof such leases, any existing default by the Company or any Subsidiary, no rentals are past due, Annex 9.1 to the Share Purchase Agreement re SVOX AG 14 | 36 or event of default by the Company or any Subsidiary (or event which with notice or lapse of time, or both, would constitute a default) ). Neither the Company nor any Subsidiary has received any 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. Except as set forth in Annex 9.1.12(a), the Closing will not affect the enforceability against any Person of any such Lease Agreement or the rights of the Company, Company or any Subsidiary to the Company’s Knowledge, any other party thereto. The Company currently occupies all continued use and possession of the Leased Real Property for the operation conduct of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real Propertybusiness as presently conducted.
(b) All The Leased Real Property is in good operating condition and repair and is suitable structurally sufficient for the conduct of the Company’s business as presently conducted thereinconducted. Neither To the knowledge of any Seller or the Company, neither the operation of the Company or any Subsidiary on the Leased Real Property nor, to the Company’s Knowledge, nor such Leased Real Property, violates including the improvements thereon, violate in any Law material respect any applicable building code, zoning requirement or statute relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing , and any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company non-violation is not party to any agreement that may require the payment of any real estate brokerage commissions, and dependent on so-called non-conforming use exceptions. Neither the Company does not owe nor any Subsidiary owes any brokerage commissions or finders fees with respect to any Leased Real Property and or would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects and each Subsidiary has performed all of its obligations under any termination agreements pursuant to be able which it has terminated any leases, subleases, licenses or other occupancy agreements for real property that are no longer in effect and has no continuing liability with respect to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreementsuch terminated agreements.
(c) The Company and each Subsidiary has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet Financials, (ii) Liens for Taxes not yet due and payable, and (iiiii) such imperfections of title and encumbrances, if any, which do not materially detract from the value or interfere with the present use of the property subject thereto or affected therebythereby (the Liens described in paragraphs (i), (ii) and (iii), the Permitted Liens).
Appears in 1 contract
Samples: Share Purchase Agreement (Nuance Communications, Inc.)
Title to Properties; Absence of Liens and Encumbrances. (a) The Neither the Company does not own nor any of its subsidiaries owns any real property, nor has the Company or any of its subsidiaries ever owned any real property. Section 4.12(aSchedule 2.12(a) of the Disclosure Letter sets forth a list of all real property currently leased, subleased or licensed leased by or from the Company or any of its subsidiaries or otherwise used or occupied by the Company or any of its subsidiaries for the operation of the Company's or its subsidiaries' businesses (the “Leased Real Property”"LEASED REAL PROPERTY"), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right lease and each amendment thereto and and, with respect to any current lease, the current aggregate annual rent rental payable thereunderunder any such lease. 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 existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default).
(b) The Company has provided Parent with 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 (“the "LEASE AGREEMENTS"); and there are no other Lease Agreements”Agreements for real property affecting the real property or to which Company or any of its subsidiaries is bound, other than those identified in Schedule 2.12(b). All such Lease Agreements are in full force and effect and are valid and enforceable and not in accordance default, no rentals are past due, and no circumstance exists, which, with their respective terms. There is notnotice, under any Lease Agreements, any existing default or event the passage of default (or event which with notice or lapse of time, time or both, would could constitute a default under any such Lease Agreement. Neither the Company nor any of its subsidiaries has received any 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. Upon obtaining the consents identified on Schedule 6.3(c), the Closing will not affect the enforceability against any person of any material Lease Agreement or the rights of the Company, Company or any of its subsidiaries or the Surviving Corporation to the Company’s Knowledge, any other party thereto. The Company currently occupies all continued use and possession of the Leased Real Property real property for the operation conduct of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real Propertybusiness as presently conducted.
(bc) All The Leased Real Property is in good operating condition and repair repair, free from structural, physical and mechanical defects, and, to the Company's Knowledge, is structurally sufficient and otherwise suitable for the conduct of the Company’s business as presently conducted therein. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon. The Company could not be required to expend more than $10,000 and is maintained in causing any Leased Real Property to comply a manner consistent with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability standards generally followed with respect to such terminated real property leases. The Company is not party to any agreement that may require the payment of any real estate brokerage commissions, and the Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreementsimilar properties.
(cd) The Company and each of its subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet and Sheet, (ii) such imperfections of title Liens for Taxes not yet due and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected thereby.payable,
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Edwards J D & Co)
Title to Properties; Absence of Liens and Encumbrances. (ai) The Company does not own any None of the real propertyproperty used or occupied by the Company, in each case together with all buildout, fixtures and improvements created thereon (“Real Property”), is owned by the Company, nor has the Company ever owned any real property. Section 4.12(a) All of the Disclosure Letter Real Property is leased or subleased by the Company.
(ii) Schedule 4.12(a)(ii) sets forth a list of all real property currently leasedleases, subleased or licensed by or from subleases and other agreements pursuant to which the Company or otherwise used or occupied by derives its rights in the Company Real Property (the “Leased Real PropertyLeases”), including, with respect to each such Lease, the name identity of the lessorlandlord or sublandlord, licensor, sublessor, master lessor and/or lesseethe addresses, the date and term of the lease, license, sublease or other occupancy right such Lease and each amendment thereto thereto, and the aggregate annual rent payable thereunder. rent.
(iii) The Company has provided Parent with trueLeases are valid, 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”). All such Lease Agreements are in full force and effect and are valid binding and enforceable in accordance with their respective terms. There is not, and there does not exist under any such Lease Agreementsany default by the Company or, to the knowledge of the Seller Parties, by any existing default other Person, or any event of default (that, with or event which with without notice or lapse of time, time or both, would constitute a default) default by the Company or, to the knowledge of the CompanySeller Parties, or to the Company’s Knowledge, by any other party theretoPerson. The Company has delivered to the Buyer complete copies of all Leases, including all amendments and agreements related thereto, and the Leases constitute the entire agreement between the Company and each landlord or sublandlord with respect to the Real Property. All rent and other charges currently occupies all due and payable by the Company under the Leases have been paid.
(iv) The Company is the holder of the Leased Real Property for tenant’s interest under the operation Leases and has not assigned the Leases nor subleased all or any portion of its businessthe premises leased thereunder. The Company has not made any alterations, additions or improvements to the premises leased under the Leases that are required to be removed (or of which any landlord or sublandlord could require removal) at the termination of the applicable Lease terms. The Company owns all trade fixtures, equipment and there are personal property located in the premises leased under the Leases and the landlords thereunder have no other parties occupying, Lien thereon or with a right to occupy, the Leased Real Propertyclaim thereto.
(b) All Leased Real Property is The assets and properties of the Company are adequate and sufficient, in good operating condition and repair and is suitable all material respects, for the conduct of the Company’s business as presently conducted therein. Neither the operation of the Company on the Leased Real Property nor, as currently conducted and as currently proposed to be conducted by the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding costs for removal of personal property and data cabling. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not party to any agreement that may require the payment of any real estate brokerage commissions, and the Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company expects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreement.
(c) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its material tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, Liens except for (i) as Liens reflected in the Current Balance Sheet Company Financial Statements, (ii) Liens for Taxes not yet due and payable and (iiiii) such imperfections of title and encumbrances, if any, which that are not material in character, amount or extent, and that do not materially detract from the value value, or materially interfere with the present use use, of the property subject thereto or affected thereby.
(c) All facilities, machinery, equipment, fixtures, vehicles, and other personal properties owned, leased or used by the Company are in all material respects (i) adequate for the conduct of the business of the Company as currently conducted and as currently proposed to be conducted and (ii) in good operating condition, subject to normal wear and tear, and reasonably fit and usable for the purposes for which they are being used.
(d) The Company has not sold, transferred, disclosed, made available to the public or otherwise released for distribution any of its customer files and other customer information relating to the Company’s current and former customers (the “Company Customer Information”). Except for information as provided to sales representatives (which information is subject to a customary non-disclosure agreement), no Person other than the Company possesses or has any claims or rights with respect to use of the Company Customer Information.
Appears in 1 contract
Samples: Stock Purchase Agreement (Descartes Systems Group Inc)
