Assets and Real Property Clause Samples

Assets and Real Property. (a) The assets of Target and Target Sub collectively constitute all the assets necessary or desirable to conduct Target's and Target Sub's business as currently conducted or as presently proposed to be conducted. Either Target or Target Sub owns or leases all of the assets, including all tangible assets and properties, that are used in the conduct of the Business as currently conducted or that are reflected on the Balance Sheet or were acquired since the date of the Balance Sheet (the tangible assets included in such assets the "Material Tangible Assets"). The Material Tangible Assets are in good operating condition and repair, except for reasonable wear and tear that does not materially affect the use of such asset. Target or Target Sub has good and marketable title to all assets reflected on the Balance Sheet (except properties, interests in properties and assets sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the Target Financial Statements and except for liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases or licenses of assets to which Target or Target Sub are a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity. The Disclosure Schedule sets forth a true and correct list of all such leases and licenses, and true and correct copies of all such leases and licenses have been provided to Kintera. Included in Schedule 3.8 is a list of all computer equipment, including software, as well as office furniture, owned by Target or Target Sub. (b) Neither Target nor Target Sub owns any real property. The Disclosure Schedule sets forth a true and complete list of all real property leased by Target or Target Sub. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to credito...

Assets and Real Property. (a) Except as set forth on Section 3.8 of the Companies Disclosure Schedule, neither any Company nor any Subsidiary of a Company owns any real property. Section 3.8 of the Companies Disclosure Schedule sets forth all the material real property leased by the Companies and their Subsidiaries (the "Leased Real Property"). Either one of the Companies or their Subsidiaries has a valid leasehold interest and is in possession of the Leased Real Property. All Contracts governing the Leased Real Property (the "Real Property Leases") are valid, binding and enforceable in accordance with their terms and are in full force and effect, except where the failure to be valid, binding and enforceable would not result in a Material Adverse Effect on the Companies. Seller has provided to Buyer a copy of each Real Property Lease that is complete and correct in all material respects. Except as set forth on Section 3.8 of the Companies Disclosure Schedule and except as would not have a Material Adverse Effect on the Companies, the Companies and their Subsidiaries have valid and legal title to, a valid leasehold interest in, or rights to the, assets and properties necessary to operate the business of the Companies and their Subsidiaries in the ordinary course of business and consistent with past practice. To Seller's Knowledge, except for Permitted Encumbrances of the Companies and their Subsidiaries, the Leased Real Property is not subject to any rights of way, building use restrictions, easements, reservations or limitations which would restrict the Companies or their Subsidiaries from conducting their business after the Closing consistent with past practice. To Seller's Knowledge, neither the whole nor any portion of the Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor has any such condemnation, expropriation or taken been proposed. (b) Either one of the Companies or their Subsidiaries has good and valid title to all personal property assets (tangible and intangible) owned by one or more of the Companies or any of their Subsidiaries, free and clear of all Encumbrances, except for Permitted Encumbrances of the Companies and their Subsidiaries.

Assets and Real Property. (clauses 1.1.1

Assets and Real Property. 20 3.10 Necessary Property and Transfer of Assets.........................................................21 3.11

Assets and Real Property. (a) The assets of Target constitute all the assets necessary or desirable to conduct Target’s business as currently conducted or as presently proposed to be conducted. Target owns or leases all of the assets, including all tangible assets and properties, that are used in the conduct of the Business as currently conducted or that are reflected on the Balance Sheet or were acquired since the date of the Balance Sheet (the tangible assets included in such assets the “Material Tangible Assets”). The Material Tangible Assets are in good operating condition and repair, except for reasonable wear and tear that does not materially affect the use of such asset. Target has good and marketable title to all assets reflected on the Balance Sheet (except properties, interests in properties and assets sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the Target Financial Statements and except for statutory liens and liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases or licenses of assets to which Target is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and general principles of equity. The Disclosure Schedule sets forth a true and correct list of all such leases and licenses, and true and correct copies of all such leases and licenses have been provided to Acquiror. Included in Schedule 3.8 is a list of all computer equipment, including software, as well as office furniture, owned by Target. (b) Target does not own any real property. The Disclosure Schedule sets forth a true and complete list of all real property leased by Target. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and general principles of equity. True and correct copies all such of real property leases have...

Assets and Real Property. (a) Except as set forth on Part 3.9(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are the sole owners of all right, title, and interest in and to all assets reflected as being owned by the Company and its Subsidiaries on the Balance Sheet and all other assets and property, real and personal, tangible and intangible (it being understood that any representation with respect to the Company’s or any Subsidiary’s title to, or valid leasehold or license interest in, any Intellectual Property is being made only in Section 3.14), owned by the Company and its Subsidiaries (collectively, the “Assets”), and together with all real and tangible personal property leased by the Company or any of its Subsidiaries, “Property”); (ii) there exists no Order (as hereinafter defined), or agreement or arrangement between the Company or any Subsidiary and any third party or any provision in the governing documents of the Company or any Subsidiary, that imposes any restriction on the use or transfer of the Property except for such restrictions set forth in the lease governing any leased property; (iii) no Property is in the possession of others and neither the Company nor any of its Subsidiaries hold any Property on consignment; (iv) the Company and its Subsidiaries have good and marketable title to, or a valid leasehold interest in, all of the Property, free and clear of all Liens, except for Permitted Liens. As used herein, “Permitted Liens” means (a) such easements, rights of way, encumbrances or restrictions on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations, do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary and which do not materially impair the current use of any such real property, (b) materialmen’s, mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s and other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or the validity or amount thereof are being contested in good faith by appropriate proceedings for which the Company or such Subsidiary has set aside on its books appropriate reserves with respect thereto in accordance with GAAP (which reserve is accrued as a current liability on the Closing Balance Sheet and is taken into account in determining the Purchase Price under Section 1.6(c)), and...

Assets and Real Property. (a) Parent owns good and valid title or has a valid leasehold interest to use, possess and control all machinery, equipment, personal property, and other tangible assets that are used in, or material to the operation of, the business of Parent as it is currently conducted or is proposed to be conducted free and clear of all Liens, except for Permitted Liens. (b) Parent and its Subsidiaries do not own and, to the knowledge of Parent, have never owned any real property. (c) Except as set forth on Section 4.10(c) of the Parent Disclosure Statement, Parent is not a party to or subject to any lease or sublease of real property.

Assets and Real Property. (a) (i) The Company and its Subsidiaries (i) own good, valid and marketable title, free and clear of all Liens (except for Permitted Liens) or (ii) have a valid leasehold interest in and the right under valid and subsisting leases to use, possess and control or (iii) have other contractual arrangements for all buildings, machinery, equipment, personal property, Company Leased Real Property, equipment, and other tangible assets that are currently used or held for use for, or material to, or necessary for, the operation of the business of the Company and its Subsidiaries as it is currently conducted or is proposed to be conducted (the “Company Assets”) free and clear of all Liens, except for Permitted Liens.

Assets and Real Property. Each of the Company, the Operating Partnership and their respective Subsidiaries has good and marketable title to all of their respective real and personal property (including, without limitation, mortgaged assets) referred to in the Commission Documents as being owned by them, free of mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or those that would not have a Material Adverse Effect. Each of the Company, the Operating Partnership and their respective Subsidiaries has valid and enforceable leasehold interests in all of their respective real and personal property (including, without limitation, mortgaged assets) referred to in the Commission Documents as being leased by them, free of mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or those that would not have a Material Adverse Effect. To the Company’s and the Operating Partnership’s knowledge, all real property leases of the Company and the Operating Partnership are valid and subsisting and in full force and effect in all material respects. The Company and the Operating Partnership has such consents, easements, rights-of-way or licenses (collectively, “rights-of-way”) from any person as are necessary to conduct its business in the manner described in the Commission Documents, except for those which if not obtained would not, individually or in the aggregate, have a Material Adverse Effect, and none of such rights-of-way contains any restriction that is materially burdensome to the Company or the Operating Partnership.