Title to Properties, Absence of Liens, Condition of Equipment. (a) Neither Seller nor any of its Affiliates owns any real property in connection with the Acquired Business. Schedule 5.12 sets forth a list of all real property currently leased by Seller or any of its Affiliates in connection with the Acquired Business (the “Leased Real Property”), the name of the lessor, the name of the lessee and the date of the lease and each amendment thereto. Seller has delivered to Purchaser a true and correct copy of each Facility Lease. Such leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any material existing default or event of default (or event which with notice or lapse of time, or both, would constitute a material default) by Seller or any of its Affiliates or, to the Knowledge of the Seller, by any other party thereto. The business operations conducted by the Acquired Business subject to such leases does not materially violate any Applicable Law, building code or zoning requirement or classification relating to the particular property or such operations. All material approvals of governmental authorities (including licenses and permits) required in connection with the operation of the Acquired Business on such Leased Real Property have been obtained.
Title to Properties, Absence of Liens, Condition of Equipment. (a) Transferor does not own any real property that is used in connection with the Business. Schedule 5.13(a) sets forth a list of all real property currently leased by Transferor in connection with the Business, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease, including, without limitation, any leases that constitute Transferred Contracts. Transferor has delivered to Transferee a true and correct copy of each lease of real property. Such leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default). To the best knowledge of Transferor and the Indemnifying Stockholders, the business operations conducted on the real property subject to such leases do not violate any applicable law, building code, zoning requirement or classification, or pollution control ordinance or statute relating to the particular property or such operations, and such non-violation is not dependent, in any instance, on so-called non-conforming use exceptions. All approvals of Governmental Entities (including licenses and permits) required in connection with the operation of the Business on such real property have been obtained.
Title to Properties, Absence of Liens, Condition of Equipment. (a) None of the Company nor any of its Subsidiaries owns any real property, nor has the Company or any of its Subsidiaries ever owned any Real Property (for purposes of this representation, “Real Property” includes real or immovable property, Canadian resource properties, timber resources properties, and options or rights in any of the foregoing).
Title to Properties, Absence of Liens, Condition of Equipment. (a) Since the Original Closing Date, neither of the Acquired Companies have owned any real property. The Acquired Companies have made available to Buyer a true and correct copy of the Lease Agreements. The Acquired Companies are not a party to any leases of, or licenses to use, real property other than the Lease Agreements.
Title to Properties, Absence of Liens, Condition of Equipment. (a) The Acquired Companies do not own any real property. Section 3.14(a) of the Disclosure Letter sets forth a list of all real property currently leased by the Acquired Companies, the name of the lessor, the date of the lease and each amendment thereto and the aggregate annual rental and/or other fees payable under any such lease. The Acquired Companies have delivered to Buyer a true and correct copy of each lease of real property. Such leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default). The business operations conducted on the real property subject to such leases do not violate any applicable law, building code, zoning requirement or classification, or pollution control ordinance or statute relating to the particular property or such operations, and such non-violation is not dependent, in any instance, on so-called non-conforming use exceptions. The Acquired Companies have not caused any damage to the leased premises and will have no liability to the lessors thereof upon vacating such premises. All approvals of Governmental Entities (including licenses and permits) required in connection with the operation of the Business on such real property have been obtained.
Title to Properties, Absence of Liens, Condition of Equipment. (a) Seller has good, valid, and marketable title to, or in the case of leasehold interests, valid and subsisting leasehold interests in, each Acquired Asset, free and clear of all Liens (excluding Permitted Encumbrances), including without limitation any Liens with respect to the financial lease with Dell Financial Services, LLC. Neither Seller nor any of its Subsidiaries owns or has ever owned any real property nor is the ownership of real property by the Seller or its Subsidiaries necessary for the conduct of the Business. Seller has the complete and unrestricted power and unqualified right to sell, assign, transfer, convey, and deliver the Acquired Assets to Buyer without penalty or other adverse consequences. As of the Closing, Buyer will have good, valid, and marketable title, or in the case of leasehold interests, valid and subsisting leasehold interests in, each Acquired Asset, free and clear of all Liens (excluding Permitted Encumbrances), including without limitation any Liens with respect to the financial lease with Dell Financial Services, LLC, without incurring any penalty or other adverse consequence, including, without limitation, any increase in rentals, royalties, or license or other fees imposed as a result of, or arising from, the consummation of the transactions contemplated by this Agreement and the Collateral Agreements.
Title to Properties, Absence of Liens, Condition of Equipment. (a) The Seller does not own any real property that is used in the Business. Almo and the Sellers have delivered to the Buyer a true and correct copy of each Assumed Lease. The Assumed Leases are in full force and effect, are valid and effective in accordance with its terms, and there is not, under any of such leases, any material existing default or event of default of Sellers (or event which with notice or lapse of time, or both, would constitute a material default). To the best knowledge of the Sellers, neither the business operations conducted on the real property owned by Almo and the Sellers, or conducted by Seller on any other real property, nor the real property owned by Almo and the Sellers, including improvements thereon, violate any applicable law, building code, zoning requirement, or classification, or pollution control ordinance or statute relating to the particular property or such operations, and such non-violation is not dependent, in any instance, on so-called non-conforming use exceptions. To the best knowledge of the Sellers, all approvals of governmental authorities (including licenses and permits) required in connection with the operation of the Business on such real property have been obtained.
Title to Properties, Absence of Liens, Condition of Equipment. (a) No Member owns any real property that is used in connection with the Business. Schedule 4.9(a)(i) sets forth a list of all real property currently leased by any Member in connection with the Business, the name of the lessor and the date of the lease and each amendment thereto. Schedule 4.9(a)(ii) sets forth those leases listed in Schedule 4.9(a)(i) that will be assumed and performed by the Buyer and its Affiliates (including the Acquired Subsidiaries) after the Closing. Seller has delivered to Buyer Group a true and correct copy of each lease of real property listed in Schedule 4.9(a)(ii). All of the leases listed on Schedule 4.9(a)(ii) 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 material default or material event of default (or event which with notice or lapse of time, or both, would constitute a material default). The business operations conducted on the real property subject to such leases do not violate any Applicable Law, the terms of the lease or license, building code, zoning requirement or classification, or pollution control ordinance or statute relating to the particular property or such operations, in each case in any material respect. All material approvals of Governmental Entities (including licenses and permits) required in connection with the Seller’s operation of the Business on such real property have been obtained.
Title to Properties, Absence of Liens, Condition of Equipment. (a) Seller has good, valid, and marketable title to, or in the case of leasehold interests, valid and subsisting leasehold interests in, each Acquired Asset, free and clear of all Liens (excluding Permitted Encumbrances). Except as set forth in Schedule 4.3 or Schedule 4.10 of the Seller Disclosure Schedule, Seller has the complete and unrestricted power and unqualified right to sell, assign, transfer, convey, and deliver the Acquired Assets to Buyer without penalty or other adverse consequences. As of the Closing, Buyer will have good, valid, and marketable title, or in the case of leasehold interests, valid and subsisting leasehold interests in, each Acquired Asset, free and clear of all Liens (excluding Permitted Encumbrances), without incurring any penalty or other adverse consequence, including, without limitation, any increase in rentals, royalties, or license or other fees imposed as a result of, or arising from, the consummation of the transactions contemplated by this Agreement and the Collateral Agreements.
Title to Properties, Absence of Liens, Condition of Equipment. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 2.14(a) of the Disclosure Schedule sets forth a complete and accurate list of all real property currently leased, subleased or licensed by or from the Company or 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, with respect to any current lease, license, sublease or other occupancy right, the size of the premises and the aggregate annual rental payable thereunder.
