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 Property is in good operating condition and repair. Neither the operation of Seller on the Leased Real Property nor such Leased Real Property violates any Laws and orders relating to such property or operations thereon. Seller has performed all of its obligations under any termination agreements pursuant to which Seller 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. Seller is neither a party to any agreement nor subject to any claim that may require the payment of any real estate brokerage commissions with respect to the Leased Real Property, and no such commission is owed with respect to any of the Leased Real Property.
Appears in 1 contract
Title to Properties; Assets. (a) There is no The Corporation and the Subsidiary do not own any real property or real property interests owned by the Sellerproperty.
(b) Schedule 3.8(bThe Corporation or the Subsidiary holds a valid and enforceable leasehold interest under each real property lease or sublease entered into by the Corporation or the Subsidiary (the “Leases”), free and clear of all Encumbrances. A complete and correct list of the Leases is listed in Section 2.15(b) of the Sellers Disclosure Schedules lists all of Schedule and each Lease is a valid and binding obligation on the real property and interests in real property leasedCorporation or the Subsidiary, 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 which have been complied with by the Corporation or sublease as the Subsidiary and, to the best knowledge of the Closing Date. The real property leases Sellers, the other parties thereto, and subleases described on Schedule 3.8(b) of the Disclosure Schedules are valid, binding, is enforceable and in full force and effect in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and have similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(c) Neither the Corporation nor the Subsidiary has delivered or received any written notice of any default or breach of any Lease which has not been modifiedcured or is in the process of being cured, and and, to the Seller holds a valid and existing leasehold interest under such leases or subleases set forth in Schedule 3.8(b) best knowledge 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 SchedulesSellers, 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, lapse of time or both, would constitute a material default or breach of any Lease by the Corporation or the Subsidiary. The Sellers have made available to the Purchaser complete and correct copies of the Leases.
(d) Except for assets sold, consumed or disposed of in the ordinary course of business since March 31, 2023, the Corporation or the Subsidiary owns good title to, or holds a valid leasehold interest in or license to all of the tangible assets shown to be owned or leased by it on the Interim Financials or acquired after the date thereof, free and clear of all Encumbrances.
(e) All items of “machinery, equipment, tools, supplies, furniture, fixtures, personalty, vehicles, and other tangible personal property, including software (the “Tangible Personal Property”) which are owned, used or leased by the Corporation or the Subsidiary 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. The operation of the 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 Corporation or the Subsidiary, except for such Tangible Personal Property that is owned by, leased, licensed, or otherwise contracted to such entity. Any leases related to the 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 Corporation or the Subsidiary under any lease related to the Tangible Personal Property and the Sellers have 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 Corporation has not received notice of any such condition. Neither the Corporation nor the Subsidiary has waived any rights under any lease related to the Tangible Personal Property which would be in effect at or after the Closing. No event has occurred which either entitles, or would, on notice or lapse of timetime or both, would constitute entitle the other party to any lease related to the Tangible Personal Property with the Corporation or the Subsidiary to declare a default or to accelerate, or which does accelerate, the maturity of any obligations of the Corporation or the Subsidiary under any such a breach or default under such lease or subleaselease.
(cf) The Seller owns good Either the Corporation or the Subsidiary has good, valid and valid marketable title to, or a valid leasehold interest inin or right to use, all of its assets, free and clear of all Liens, all of its personal property, Inventory, Encumbrances. The assets (including Intellectual Property rights 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 contractual rights) of the Purchased Assets. Upon Corporation and 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) Subsidiary constitute all of the Purchased Assetsassets, free rights and clear of all Liens.
(d) No properties or assets that are 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 Property is in good operating condition and repair. Neither the operation of Seller on the Leased Real Property nor such Leased Real Property violates any Laws Business as it is now conducted and orders relating presently proposed to such property be conducted or operations thereon. Seller has performed all of its obligations under any termination agreements pursuant to which Seller has terminated any leases of real property that are no longer used or held by the Corporation or the Subsidiary for use in effect and has no continuing liability with respect to such terminated real property leases. Seller is neither a party to any agreement nor subject to any claim that may require the payment operation of any real estate brokerage commissions with respect to the Leased Real PropertyBusiness, and no such commission is owed with respect to any taken together, are adequate and sufficient for the operation of the Leased Real PropertyBusiness as currently conducted and as presently proposed to be conducted.
Appears in 1 contract
Title to Properties; Assets. (a) There is no Neither the Seller nor any of its Subsidiaries owns any real property or real property interests owned by the Sellerproperty.
(b) Schedule 3.8(bThe Seller or its Subsidiaries hold a valid and enforceable leasehold interest under each real property lease or sublease entered into by the Seller or any of its Subsidiaries (the “Leases”), free and clear of all Encumbrances, other than Permitted Encumbrances. A complete and correct list of the Leases is listed in Section 3.19(b) of the Seller Disclosure Schedules lists all Letter and each Lease is a valid and binding obligation on the Seller or its Subsidiaries, the terms of the real property and interests in real property leased, subleased, or occupied which have been complied with by the Seller (and its Subsidiaries, as applicable, and, to the “Leased Real Property”) and includes knowledge of the Seller, the other 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, is enforceable and in full force and effect in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and have similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(c) Neither the Seller nor its Subsidiaries has delivered or received any written notice of any default or breach of any Lease which has not been modifiedcured or is in the process of being cured, and to the knowledge of 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, lapse of time or both, would constitute a material default or breach of any Lease by the Seller or its Subsidiaries. The Seller has made available to the complete and correct copies of the Leases.
(d) Except for assets sold, consumed or disposed of in the ordinary course of business since March 31, 2022, the Seller and its Subsidiaries own 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 Interim Financials or acquired after the date thereof, free and clear of all Encumbrances, other than Permitted Encumbrances.
(e) All items of Tangible Personal Property which are owned, used or leased by the Seller or one of its Subsidiaries 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 or any of its Subsidiary. The operation of each of the Seller and its Subsidiaries’ respective 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 or any of its Subsidiaries, except for such Tangible Personal Property that is owned by, leased, licensed or otherwise contracted to such entity. Any leases related to the 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 or any of its Subsidiaries 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 neither the Seller nor any of its Subsidiaries has received notice of any such condition. Neither the Seller nor any of its Subsidiaries has waived any rights under any lease related to the Tangible Personal Property which would be in effect at or after the Closing. No event has occurred which either entitles, or would, on notice or lapse of timetime or both, would constitute entitle the other party to any lease related to the Tangible Personal Property with either the Seller or one of its Subsidiaries to declare a default or to accelerate, or which does accelerate, the maturity of any obligations of the Seller or its Subsidiaries under any such a breach or default under such lease or subleaselease.
(cf) The Seller owns good and each of its Subsidiaries has good, valid and marketable title to, or a valid leasehold interest inin or right to use, all of its assets, free and clear of all Liens, all Encumbrances other than Permitted Encumbrances. The assets (including Intellectual Property rights and contractual rights) of its personal property, Inventory, and other assets included in the Purchased Assets. Other than this Agreement, neither the Seller nor any of and 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) Subsidiaries constitute all of the Purchased Assetsassets, free rights and clear of all Liens.
(d) No properties or assets that are 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 Property is in good operating condition and repair. Neither the operation of the businesses of the Seller on the Leased Real Property nor such Leased Real Property violates any Laws and orders relating its Subsidiaries as they are now conducted and presently proposed to such property be conducted or operations thereon. Seller has performed all of its obligations under any termination agreements pursuant to which Seller has terminated any leases of real property that are no longer used or held by the Seller and its Subsidiaries for use in effect the operation of the businesses of the Seller and has no continuing liability with respect to such terminated real property leases. Seller is neither a party to any agreement nor subject to any claim that may require the payment of any real estate brokerage commissions with respect to the Leased Real Propertyits Subsidiaries, and no such commission is owed with respect to any taken together, are adequate and sufficient for the operation of the Leased Real Propertybusinesses of the Seller and its Subsidiaries as currently conducted and as presently proposed to be conducted.
Appears in 1 contract
Title to Properties; Assets. (a) There is no Neither the Seller nor any of its Subsidiaries owns any real property or real property interests owned by the Sellerproperty.
(b) Schedule 3.8(bThe Seller or its Subsidiaries hold a valid and enforceable leasehold interest under each real property lease or sublease entered into by the Seller or any of its Subsidiaries (the “Leases”), free and clear of all Encumbrances, other than Permitted Encumbrances. A complete and correct list of the Leases is listed in Section 3.19(b) of the Seller Disclosure Schedules lists all Letter and each Lease is a valid and binding obligation on the Seller or its Subsidiaries, the terms of the real property and interests in real property leased, subleased, or occupied which have been complied with by the Seller (and its Subsidiaries, as applicable, and, to the “Leased Real Property”) and includes knowledge of the Seller, the other 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, is enforceable and in full force and effect in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and have similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(c) Neither the Seller nor its Subsidiaries has delivered or received any written notice of any default or breach of any Lease which has not been modifiedcured or is in the process of being cured, and to the knowledge of 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, lapse of time or both, would constitute a material default or breach of any Lease by the Seller or its Subsidiaries. The Seller has made available to the complete and correct copies of the Leases.
(d) Except for assets sold, consumed or disposed of in the ordinary course of business since March 31, 2022, the Seller and its Subsidiaries own 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 Interim Financials or acquired after the date thereof, free and clear of all Encumbrances, other than Permitted Encumbrances.
(e) All items of Tangible Personal Property which are owned, used or leased by the Seller or one of its Subsidiaries 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 or any of its Subsidiary. The operation of each of the Seller and its Subsidiaries’ respective 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 or any of its Subsidiaries, except for such Tangible Personal Property that is owned by, leased, licensed or otherwise contracted to such entity. Any leases related to the 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 or any of its Subsidiaries 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 neither the Seller nor any of its Subsidiaries has received notice of any such condition. Neither the Seller nor any of its Subsidiaries has waived any rights under any lease related to the Tangible Personal Property which would be in effect at or after the Closing. No event has occurred which either entitles, or would, on notice or lapse of timetime or both, would constitute entitle the other party to any lease related to the Tangible Personal Property with either the Seller or one of its Subsidiaries to declare a default or to accelerate, or which does accelerate, the maturity of any obligations of the Seller or its Subsidiaries under any such a breach or default under such lease or subleaselease.
(cf) The Seller owns good and each of its Subsidiaries has good, valid and marketable title to, or a valid leasehold interest inin or right to use, all of its assets, free and clear of all LiensEncumbrances other than Permitted Encumbrances. The assets (including Intellectual Property rights, all of its personal property, InventoryShareholder Owned Intellectual Property rights, and other assets included in the Purchased Assets. Other than this Agreement, neither contractual rights) of the Seller nor any of and 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) Subsidiaries constitute all of the Purchased Assetsassets, free rights and clear of all Liens.
(d) No properties or assets that are 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 Property is in good operating condition and repair. Neither the operation of the businesses of the Seller on the Leased Real Property nor such Leased Real Property violates any Laws and orders relating its Subsidiaries as they are now conducted and presently proposed to such property be conducted or operations thereon. Seller has performed all of its obligations under any termination agreements pursuant to which Seller has terminated any leases of real property that are no longer used or held by the Seller and its Subsidiaries for use in effect the operation of the businesses of the Seller and has no continuing liability with respect to such terminated real property leases. Seller is neither a party to any agreement nor subject to any claim that may require the payment of any real estate brokerage commissions with respect to the Leased Real Propertyits Subsidiaries, and no such commission is owed with respect to any taken together, are adequate and sufficient for the operation of the Leased Real Propertybusinesses of the Seller and its Subsidiaries as currently conducted and as presently proposed to be conducted.
Appears in 1 contract
