Material Assets Clause Samples

Material Assets. Except such as are disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, as of the applicable Settlement Date, the Company and the Subsidiaries will possess, or have the right to use, all of the material assets, tangible and intangible, that they require to conduct their respective businesses as presently conducted, and there are no material assets reasonably necessary for the conduct of their businesses as presently conducted that will not be transferred, licensed or leased to them as of the applicable Settlement Date;

Material Assets. As at the date of this Agreement, Southwind is the absolute legal and beneficial owner of, and has good and marketable title to, all of its material assets relating to the Property, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than the Permitted Royalties and no other material assets or property rights are necessary for the conduct of the business of Southwind as it is conducted at the date of this Agreement and, there are no material restrictions on the ability of Southwind to use, transfer or otherwise exploit such assets or property rights subject to and in accordance with the rights to property under the agreements referred to in Schedule “A”, and (except for Permitted Royalties) Southwind does not know of any claim or basis for a claim that might or could adversely affect its rights to use, transfer or otherwise exploit such assets or property rights and Southwind has no responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the assets or property rights thereof. To the knowledge of Southwind, any and all agreements pursuant to which Southwind holds its material assets relating to the Property or is entitled to the use of or to acquire ownership of such material assets (whether directly or indirectly) are valid and subsisting agreements in full force and effect, enforceable in accordance with each of their respective terms, and there is currently no material default of any provisions of any such agreements by any party thereto nor has any such default been alleged, and Southwind, after making due enquiries, is not aware of any disputes with respect thereto and such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situate, and all leases, licenses, concessions, and claims pursuant to which Southwind derives its interests (whether legal or beneficial) in such material assets are in good standing and there has been no material default under any such leases, licenses, concessions, and claims and all material Taxes required to be paid with respect to such assets to the date hereof have been paid;

Material Assets. The Company Financial Statements, as defined herein, of the Company reflect the material properties and assets (real and personal) owned or leased by the Company.

Material Assets. After the Issue Date, notwithstanding anything herein or in any Note Documents to the contrary, following the Issue Date, (i) each of the Company and the Note Parties shall not, and shall not permit any respective Subsidiaries to, directly or indirectly sell, license, sublicense, covenant not to sue, convey, Dispose, distribute, make a Restricted Payment of, invest or otherwise transfer any Material Intellectual Property or any other Material Asset to any Subsidiary or Affiliate thereof that is not a Note Party other than in the case of Intellectual Property, pursuant to a non-exclusive license entered in the ordinary course of business on customary terms that would not interfere in any material respect with the ordinary conduct of business of the Company or any Subsidiary and (ii) no Subsidiary that is not a Note Party shall own, hold or have any rights to any Material Intellectual Property or any other Material Asset.

Material Assets. The Company Audited Financial Statements reflect, the material properties and assets (real and personal) owned or leased by each Acquired Company and necessary for the conduct of its business as presently conducted, and include all of the operating assets of the Acquired Companies. The Acquired Companies have, and will continue to have upon consummation of the transaction contemplated by this Agreement, good and marketable title to, or a valid leasehold interest in, such properties and assets, free and clear of all Liens, other than Permitted Liens. Such properties and assets are sufficient for the continued conduct of the Acquired Companies' businesses after the Closing in substantially the same manner as conducted prior to the Closing. No Person other than the Acquiror has any contract, right or option to purchase or acquire any of such properties or assets from the Acquired Companies. No Affiliate of any Acquired Company or the Shareholders owns or otherwise has any interest in or right to use any properties or assets used or held for use in, or otherwise arising from or relating to, the business of the Acquired Companies.

Material Assets. The financial statements of the Acquiror Company set forth in the SEC Documents reflect the material properties and assets (real and personal) owned or leased by the Acquiror Company.

Material Assets. The financial statements of the Underlying Asset reflect the material properties and assets (real and personal) owned or leased by them.

Material Assets. The Corporation is, directly or indirectly, the legal and beneficial owner of, and has good and marketable right, title and interest in and to the assets of the Corporation and the Corporation Subsidiaries. The interests of the Corporation in the assets are as reflected in the Corporation's Information Record and free and clear of all Liens (except as otherwise disclosed in the Corporation's Information Record or the Prospectus). The Corporation's direct or indirect ownership interests in the Mining Claims are as will be set forth in the Kitsault Valley Title Opinions, respectively. Any and all Contracts pursuant to which the Corporation or, to the knowledge of the Corporation, any Corporation Subsidiary, holds material assets or is entitled to the use of or acquire ownership of material assets (whether directly or indirectly) (including in respect of the Kitsault Valley Project, subject to the qualifications to be provided in the Kitsault Valley Title Opinions) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the Corporation, after making due enquiries, is not aware of any disputes with respect thereto and such assets are in good standing under the applicable Laws of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Corporation or a Corporation Subsidiary has an economic interest (whether legal or beneficial) in such material assets are in good standing (subject to the qualifications to be provided in the Kitsault Valley Title Opinions) and there has been no material default under any such leases, licences, concessions, and claims of the Corporation and all taxes required to be paid by the Corporation with respect to such assets to the date hereof have been paid.

Material Assets. There shall occur any material damage to, or loss, theft or destruction of, any material assets of any Loan Party or any Subsidiary of a Loan Party or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, or any order or injunction of any court or any administrative or regulatory agency which in any such case causes, for more than ten (10) consecutive days, the cessation or substantial curtailment of revenue producing activities of the Loan Parties, taken as a whole, if such event or circumstance is not covered by business interruption insurance and could reasonably be expected to have a Material Adverse Effect.