Title to Properties; Assets Sample Clauses

Title to Properties; Assets. (a) Section 3.19(a)(i) of the Radiancy Disclosure Letter contains a correct and complete list of all real property and interests in real property leased or subleased by or for the benefit of Radiancy or any of the Radiancy Subsidiaries from or to any Person (collectively, the “Radiancy Real Property”). The list set forth in Section 3.19(a)(i) of the Radiancy Disclosure Letter contains, with respect to each of the Radiancy Real Properties, all existing leases, subleases, licenses, guarantees or other occupancy contracts to which Radiancy or any of the Radiancy Subsidiaries is a party or by which Radiancy or any of the Radiancy Subsidiaries is bound, and all assignments, amendments, modifications, extensions and supplements thereto (collectively, the “Radiancy Leases”), the terms of which have been complied with by Radiancy and any Radiancy Subsidiary, except for any non-compliances as would not reasonably be expected to result in a Radiancy Material Adverse Effect. The Radiancy Real Property set forth in Section 3.19(a)(i) of the Radiancy Disclosure Letter comprises all of the real property necessary and/or currently used in the operations of the business of Radiancy and the Radiancy Subsidiaries. Radiancy does not own any real property. Except as set forth on Section 3.19(a)(ii) of the Radiancy Disclosure Letter, Radiancy or a Radiancy Subsidiary has good and valid title to, a valid leasehold interest in, or valid license to use, all of the material personal property, assets and rights used by them in the operation of their respective businesses, free and clear of all Encumbrances other than Permitted Encumbrances. (b) A true, correct, complete and full execution copy of each Radiancy Lease set forth in Section 3.19(a)(i) of the Radiancy Disclosure Letter has been provided to PhotoMedex. Except as set forth in Section 3.19(b)(i) of the Radiancy Disclosure Letter, Radiancy or Radiancy Subsidiary’s interests in each of the Radiancy Leases are free and clear of all Encumbrances, other than Permitted Encumbrances, and each of the Radiancy Leases is in full force and effect and, as of the Effective Time, Radiancy or Radiancy Subsidiary’s interests in each of the Radiancy Leases are free and clear of all Encumbrances, other than Permitted Encumbrances, and each of the Radiancy Leases is in full force and effect. Except as set forth in Section 3.19(b)(ii) of the Radiancy Disclosure Letter, neither Radiancy nor any of the Radiancy Subsidiaries nor, to the knowledg...

Title to Properties; Assets. (a) The Seller does not own any real property. (b) The Seller has not entered into any real property lease or sublease. (c) Except for assets sold, consumed or disposed of in the ordinary course of business since November 1, 2023, the Seller owns good title to, or hold a valid leasehold interest in or license to all of the tangible assets shown to be owned or leased by it on the Seller Financials or acquired after the date thereof, free and clear of all Encumbrances, other than Permitted Encumbrances. (d) All items of Tangible Personal Property which are owned, used or leased by the Seller are in good operating condition and repair (reasonable wear and tear excepted consistent with the age of such items), and are suitable for their intended use in the business of the Seller. The operation of each of the Seller’s business as it is now conducted or presently proposed to be conducted is not dependent upon the right to use the Tangible Personal Property of Persons other than a member of the Seller, except for such Tangible Personal Property that is owned by, leased, licensed or otherwise contracted to such entity. Any leases related to Tangible Personal Property are valid, binding and enforceable in accordance with their terms and are in full force and effect. No event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default on the part of the Seller under any lease related to the Tangible Personal Property and the Seller has no knowledge of the occurrence of any event which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default by any other party under any such lease, and the Seller has not received notice of any such condition. The Seller has not waived any rights under any lease related to the Tangible Personal Property which would be in effect at or after the date hereof. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the other party to any lease related to the Tangible Personal Property with the Seller to declare a default or to accelerate, or which does accelerate, the maturity of any obligations of the Seller under any such lease. (e) The Seller has good, valid and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Encumbrances other than Permitted Encumbrances. The assets...

Title to Properties; Assets. (a) Section 2.19(a) of the Company Disclosure Letter contains a correct and complete list, of all real property and interests in real property leased or subleased by or for the benefit of the Company or any of the Company Subsidiaries from or to any Person (collectively, the “Kuncheng Real Property”). The list set forth in Section 2.19(a)(i) of the Company Disclosure Letter contains, with respect to each of Kuncheng Real Properties, all existing leases, subleases, licenses, guarantees or other occupancy contracts to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries is bound, and all assignments, amendments, modifications, extensions and supplements thereto (collectively, the “Kuncheng Leases”), the terms of which have been complied with by the Company and any Company Subsidiary. The Kuncheng Real Property set forth in Section 2.19(a) of the Company Disclosure Letter comprises all of the real property necessary and/or currently used in the operations of the business of the Company and the Company Subsidiaries. (b) A true, correct, complete and full execution copy of each Kuncheng Lease set forth in Section 2.19(a) of the Company Disclosure Letter has been made available to Purchaser. Except as set forth in Section 2.19(b)(i) of the Company Disclosure Letter, the Company or Company Subsidiary’s interests in each of the Kuncheng Leases are free and clear of all Encumbrances, other than Permitted Encumbrances, and each of the Kuncheng Leases is in full force and effect and are free and clear of all Encumbrances, other than Permitted Encumbrances, and each of the Kuncheng Leases is in full force and effect. Except as set forth in Section 2.19(b)(ii) of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party to any Kuncheng Lease is in breach of or in default under (with or without notice or lapse of time or both), in any material respect, any of the Kuncheng Leases. The Company and the Company Subsidiaries enjoy peaceful and undisturbed possession under all such Kuncheng Leases and have not received notice of any material default, delinquency or breach on the part of the Company or any Company Subsidiary. For purposes of this Agreement, the term “Permitted Encumbrances” means (i) Encumbrances for water and sewer charges, Taxes or assessments and similar governmental charges or levies, which either are [A] ...

Title to Properties; Assets. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of the Company Subsidiaries have good and valid fee simple title to its owned properties and tangible assets or good and valid leasehold interests in all of its leasehold properties and tangible assets except for such as are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary course of business consistent with past practices. All such properties and assets, other than properties and assets in which the Company or any Company Subsidiary have a leasehold interest, are free and clear of all Liens other than Permitted Liens.

Title to Properties; Assets. (a) There is no real property or real property interests owned by the Seller. (b) Schedule 3.8(b) of the Disclosure Schedules lists all of the real property and interests in real property leased, subleased, or occupied by the Seller (the “Leased Real Property”) and includes the parties to such leases or subleases, any amendments thereto, the expiration date of such leases or subleases and any consents, approvals or other documents necessary or required such that each lease and sublease will be in full force and effect and remain binding on all parties thereto in accordance with the terms of such lease or sublease as of the Closing Date. The real property leases and subleases described on Schedule 3.8(b) of the Disclosure Schedules are valid, binding, enforceable and in full force and effect and have not been modified, and the Seller holds a valid and existing leasehold interest under such leases or subleases set forth in Schedule 3.8(b) of the Disclosure Schedules. The Seller has delivered to the Buyer complete and accurate copies of each of the leases or subleases described in Schedule 3.8(b) of the Disclosure Schedules. With respect to each lease and sublease listed on Schedule 3.8(b) of the Disclosure Schedules, neither such Seller nor, to Seller’s Knowledge, any other party to such lease or sublease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default under such lease or sublease. (c) The Seller owns good and valid title to, or a valid leasehold interest in, free and clear of all Liens, all of its personal property, Inventory, and other assets included in the Purchased Assets. Other than this Agreement, neither the Seller nor any of its Affiliates is a party to any option, warrant, purchase right or other Contract or commitment obligating it to sell, transfer, pledge or otherwise dispose of any of the Purchased Assets. Upon the consummation of the transactions contemplated hereby, Buyer will acquire sole ownership of (and in the case of any leased Purchased Assets, valid leasehold interests in) all of the Purchased Assets, free and clear of all Liens. (d) No properties or assets used by Seller in the conduct of its business, as currently conducted, nor any Inventory are held in the name or in the possession of any Person or entity other than Seller. Each material item of tangible property, including all Inventory, of Seller is in good condition and repair. (e) The Leased Real...

Title to Properties; Assets. (a) Section 2.19(a)-1 of the Company Disclosure Schedule contains a correct and complete list of all real property owned by the Company or any partnership or joint venture in which the Company or any division of the Company directly or indirectly has an interest (“Owned Real Property”). Section 2.19(a)-2 of the Company Disclosure Schedule contains a correct and complete list of all real property leased or subleased by the Company as tenant or subtenant (“Leased Real Property”) (the Owned Real Property and the Leased Real Property are herein sometimes collectively called the “Company Real Property”). The list set forth in Section 2.19(a)-1 of the Company Disclosure Schedule contains, with respect to each parcel of the Owned Real Property, a description of all existing leases, licenses or other occupancy contracts to which the Company is a party or by which the Company is bound, including all amendments, modifications, extensions, renewals and supplements thereto (collectively, the “Landlord Leases”), the terms of which have been complied with by the Company in all material respects. The list set forth in Section 2.19(a)-2 of the Company Disclosure Schedule contains, with respect to each parcel of the Leased Real Property, a description of all existing leases, subleases, licenses or other occupancy contracts to which the Company is a party or by which the Company is bound, including all amendments, modifications, extensions, assignments, subleases, renewals and supplements thereto (collectively, the “Tenant Leases”) (the Landlord Leases and the Tenant Leases are herein sometimes collectively called the “Leases ”), the terms of which have been complied with by the Company in all material respects. The Company Real Property set forth in Section 2.19(a) of the Company Disclosure Schedule comprises all of the real property currently used in the operations of the business of the Company. Except as would not reasonably be expected to have a Material Adverse Effect, the Company has good, valid and marketable title to all of the Owned Real Property and its related personal property, assets and rights, free and clear of all Encumbrances other than Permitted Encumbrances. For purposes of this Agreement, the term “Permitted Encumbrances” means: (i) Encumbrances with respect to Taxes either not yet due or being contested in good faith in appropriate proceedings or for which adequate reserves have been set aside; (ii) mechanics’, materialmen’s or similar statutory Encumb...

Title to Properties; Assets. (a) Section 2.21(a) of the Company Disclosure Schedule contains a correct and complete list of all real property and interests in real property leased or subleased by the Company or any of the Company Subsidiaries from or to any Person (collectively, the "Company Real Property"). The list set forth in Section 2.21(a) of the Company Disclosure Schedule contains, with respect to each of the Company Real Properties, all existing leases, subleases, licenses or other occupancy contracts to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries is bound, and all amendments, modifications, extensions and supplements thereto (collectively, the "Tenant Leases"), the terms of which have been complied with by the Company and any Company Subsidiary in all material respects. The Company Real Property set forth in Section 2.21(a) of the Company Disclosure Schedule comprises all of the real property necessary and/or currently used in the operations of the business of the Company and the Company Subsidiaries. The Company does not own any real property. Except as would not have a Company Material Adverse Effect, the Company or a Company Subsidiary has good and valid title to all of its personal property, assets and rights, free and clear of all Encumbrances other than Permitted Encumbrances. (b) A correct and complete copy of each Tenant Lease has been furnished to Parent prior to the date hereof. The Company or the Company Subsidiary party thereto has a valid, binding and enforceable leasehold interest under each of the Tenant Leases, free and clear of all Encumbrances other than Permitted Encumbrances, and each of the Tenant Leases is in full force and effect. Neither the Company or any of the Company Subsidiaries nor, to the knowledge of the Company, any other party to any Tenant Lease is in breach of or in default under, in any material respect, any of the Tenant Leases. The Company and the Company Subsidiaries enjoy peaceful and undisturbed possession under all such Tenant Leases, have not received notice of any material default, delinquency or breach on the part of the Company or any Company Subsidiary, and there are no existing material defaults (with or without notice or lapse of time or both) by the Company or any Company Subsidiary or, to the knowledge of the Company, any other party thereto. For purposes of this Agreement, the term "Permitted Encumbrances" means (i) Encumbrances with respect to ...

Title to Properties; Assets. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of the Company Subsidiaries has good and valid title to all tangible assets owned by the Company or any of the Company Subsidiaries as of the date of this Agreement, or good and valid leasehold interests in all tangible assets leased or subleased by the Company or any of the Company Subsidiaries as of the date of this Agreement, except for such as are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary course of business consistent with past practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all such assets, other than assets in which the Company or any Company Subsidiary have a leasehold interest, are free and clear of all Liens other than Permitted Liens.

Title to Properties; Assets. (a) Section 2.19(a)(i) of the Li3 Disclosure Schedule contains a correct and complete list of all real property and interests in real property leased or subleased by or for the benefit of Li3 or any of the Li3 Subsidiaries from or to any Person (collectively, the “Li3 Real Property”). The list set forth in Section 2.19(a)(i) of the Li3 Disclosure Schedule contains, with respect to each of Li3 Real Properties, all existing leases, subleases, licenses, guarantees or other occupancy contracts to which Li3 or any of the Li3 Subsidiaries is a party or by which Li3 or any of the Li3 Subsidiaries is bound, and all assignments, amendments, modifications, extensions and supplements thereto (collectively, the “Li3 Leases”), the terms of which have been complied with by Li3 and any Li3 Subsidiary, except for any non-compliances as would not reasonably be expected to result in a Li3 Material Adverse Effect. Li3 Real Property set forth in Section 2.19(a)(i) of the Li3 Disclosure Schedule comprises all of the real property necessary and/or currently used in the operations of the business of Li3 and the Li3 Subsidiaries. Li3 does not own any real property. Except as set forth in Section 2.19(a)(ii) of the Li3 Disclosure Schedule, Li3 or a Li3 Subsidiary has good and valid title to, a valid leasehold interest in, or valid license to use, all of the material personal property, assets and rights used by them in the operation of their respective businesses, free and clear of all Encumbrances other than Permitted Encumbrances. (b) A true, correct, complete and full execution copy of each Li3 Lease set forth in Section 2.19(a)(i) of the Li3 Disclosure Schedule has been made available to the Company. Except as set forth in Section 2.19(b)(i) of the Li3 Disclosure Schedule, Li3 or Li3 Subsidiary’s interests in each of the Li3 Leases are free and clear of all Encumbrances, other than Permitted Encumbrances, and each of the Li3 Leases is in full force and effect and are free and clear of all Encumbrances, other than Permitted Encumbrances, and each of the Li3 Leases is in full force and effect. Except as set forth in Section 2.19(b)(ii) of the Li3 Disclosure Schedule, neither Li3 nor any of the Li3 Subsidiaries nor, to the knowledge of Li3, any other party to any Li3 Lease is in breach of or in default under (with or without notice or lapse of time or both), in any material respect, any of the Li3 Leases, except for any breaches or defaults which would not reasonably be expected t...

Title to Properties; Assets. Except as would not have, individually or in the aggregate, a Material Adverse Effect on the Company and would not prevent or materially delay the Closing: (a) The Company and each of the Company Subsidiaries have good and valid fee simple title to its owned properties and assets or good and valid leasehold interests in all of its leasehold properties and assets except for such as are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary course of business consistent with past practices. All such properties and assets, other than properties and assets in which the Company or any Company Subsidiary have a leasehold interest, are free and clear of all Liens other than Permitted Liens. (b) The Company and each of the Company Subsidiaries have complied with, and to the knowledge of the Company, each of the counterparties thereto have complied with, the terms of all leases to which it is a party and under which it is in occupancy or leased to a third party with respect to owned property, and, to the knowledge of the Company, all such leases are in full force and effect. Each lease material to the business of the Company and Company Subsidiaries taken as a whole has been made available to Parent. (c) The assets of the Company and each Company Subsidiary are, together with all assets licensed or leased, in the aggregate, sufficient and adequate to carry out their respective businesses in all material respects as currently conducted.