Title to Tangible Assets; Sufficiency Sample Clauses

Title to Tangible Assets; Sufficiency. One or more members of the Company Group owns good and valid title, free and clear of all Liens, other than Permitted Liens, to all of the tangible assets shown on the audited Financial Statements or acquired after the date of the Financial Statements. Such tangible property and assets (i) are in good operating condition (ordinary wear and tear excepted), and are suitable for their intended uses and have been maintained in accordance with good industry practices, (ii) are all the tangible assets, properties and rights that are exclusively used in or held for or necessary for use in the business as currently conducted, (iii) together with the transactions contemplated by this Agreement, are sufficient (x) for the continued conduct and operations of the business in substantially the same manner as currently conducted.
Sample 1
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Title to Tangible Assets; Sufficiency. (a) Part 2.4(a) of the Disclosure Schedule sets forth a true, correct and complete list of each material category of Tangible Assets as of the date of this Agreement and the respective book values of such category as of the Balance Sheet Date. The Seller and each Subsidiary has good and marketable title to (i) all of the items of tangible personal property reflected on the Balance Sheet as owned by the Seller or the applicable Subsidiary Financial Statements as owned by the applicable Subsidiary, except for assets disposed of since the Balance Sheet Date in the ordinary course of business, and (ii) all of the Tangible Assets. All tangible personal property owned by the Seller and the Subsidiaries and the Tangible Assets are owned free and clear of all Encumbrances, except for Permitted Encumbrances. The tangible personal property of the Seller and the Subsidiaries is in good operating condition for the purpose for which it is currently being used and is free of any defects, except for ordinary wear and tear, and Seller has not received notice that any of the Tangible Assets or their operation is in violation of any existing Legal Requirement. All of the Tangible Assets have been maintained, repaired and replaced consistent with past practice in a manner that is appropriate for the continued operation of the Business, and since the Balance Sheet Date, there has not been any interruption of the operations of the Business due to the insufficiency of, or the inadequate maintenance of, the Tangible Asset. (b) The Tangible Assets that comprise the Transferred Assets constitute all tangible assets used in or held for use in or are useful to, or necessary for the conduct of, or related to, the Business, except for the Excluded Assets. None of Seller, any Subsidiary nor their respective Affiliates owns, or has any interest in, any tangible asset that is used in or held for use in or are useful to, or necessary for the conduct of, or related to, the Business other than the Tangible Assets that are included in the Transferred Assets and which are not Excluded Assets. (c) The imaging sensors included in the Inventory balances as part of Working Capital Assets are the same type and quality of sensors that the Seller has installed in its products during the preceding 12 months and, to the Seller’s Knowledge, will be suitable for installation in the current line of products by the Purchaser following the Closing.
Sample 1

Related to Title to Tangible Assets; Sufficiency

  • Title to Tangible Assets The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.

  • Tangible Assets The Target owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used and presently is proposed to be used.

  • Condition of Tangible Assets All buildings, structures, facilities, equipment and other material items of tangible property and assets included in the Assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations relating to their construction, use and operation.

  • Title to Assets; Real Property (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Group. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

  • Net Tangible Assets Purchaser shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing of the Purchaser Share Redemption.

  • Intangible Assets 4,912 Other assets........................................................... 113,928 Total assets........................................................... 6,920,723 CONTINUED ON NEXT PAGE

  • Title to Properties and Assets; Liens The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than

  • Title to Properties and Assets; Liens, Etc The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Financial Statements, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (a) those resulting from taxes which have not yet become delinquent; (b) liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company; and (c) those that have otherwise arisen in the ordinary course of business. The Company is in compliance with all material terms of each lease to which it is a party or is otherwise bound.

  • Title to Properties and Assets Each Group Company has good and marketable title to all respective properties and assets, in each case such property and assets are subject to no Liens. With respect to the property and assets it leases, each Group Company is in compliance with such leases and holds valid leasehold interests in such assets free of any Liens.

  • Title to Assets; Encumbrances Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.

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