Other Properties and Assets Clause Samples

Other Properties and Assets. The Purchased Assets and the Leased Real Property constitute all of the material assets, rights and properties used or held for use by Seller in connection with the Business and necessary for the conduct of the Business as presently conducted and as presently proposed to be conducted. All items of Personal Property and any other tangible assets included in the Purchased Assets are free from defects (patent and latent), have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear), and are lawful and suitable for the purposes for which they presently are used and presently are proposed to be used.
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Other Properties and Assets. (a) All other properties and assets (in addition to Owned Real Property) owned by the Company or any U.S. Subsidiary are free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth on Schedule 2.9(a), none of the Company’s or a U.S. Subsidiary’s properties or assets is subject to any restrictions with respect to the transferability thereof, and the Company’s and each U.S. Subsidiary’s title thereto will not be affected in any way by the transactions contemplated by this Agreement. Schedule 2.9(a) lists each lease by the Company or a U.S. Subsidiary of property and assets (other than Real Property), including the commencement and termination dates of each such lease (collectively, “Personal Property Leases”). A copy of each Personal Property Lease has been provided to Buyer. All properties and assets owned or leased by the Company or a U.S. Subsidiary will be in the possession of the Company or a U.S. Subsidiary on the Closing Date. (b) The buildings, structures and equipment owned, leased or used by the Company or a U.S. Subsidiary: (i) are in good operating condition and repair, reasonable wear and tear excepted, (ii) are adequately serviced by all required utilities and are adequate for the uses to which they are being put; and (iii) to Sellers’ Knowledge are free of material defects; and (iv) are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted before the Closing. The Company and each U.S. Subsidiary has maintained their buildings, structures and equipment in accordance with their established maintenance schedules in all material respects. (c) Schedule 2.9(c) sets forth: (i) all Intellectual Property Assets owned by the Company or a U.S. Subsidiary (“Company Intellectual Property Assets”); (ii) all Intellectual Property Assets used but not owned by the Company or a U.S. Subsidiary (“Other Intellectual Property Assets”); and (iii) a list of all Contracts relating to Intellectual Property Assets to which the Company or a U.S. Subsidiary is a party or by which the Company or a U.S. Subsidiary is bound or affected (copies of which have been provided to Buyer), including: (1) all of the Company’s or any U.S. Subsidiaries’ Contracts for the license of Intellectual Property Assets; and (2) all royalty fee arrangements to which the Company or any U.S. Subsidiary is bound. Schedule 2.9(c) also lists (i) all disputes involving the Company or any U.S. Subsidiary relat...
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Other Properties and Assets. (a) Except as set forth on Schedule 4.8 hereto, the Company or one of its Subsidiaries has good, valid and marketable title to, or a valid leasehold interest in, all of the properties and assets used or held for use by the Company and its Subsidiaries, located on the Company’s or Subsidiaries’ premises, or shown on the Most Recent Financial Statements or acquired after the date thereof, free and clear of all Liens other than Permitted Liens, except for properties and assets (which are not material individually or in the aggregate) disposed of in the Ordinary Course of Business since the date of the Most Recent Financial Statements. (b) The Company and its Subsidiaries own or lease all buildings, equipment, and other tangible assets reasonably necessary for the conduct of their businesses as presently conducted and as presently proposed to be conducted. Such equipment and other tangible assets are in good operating condition, subject only to ordinary wear and tear, and have been operated, serviced and maintained in the Ordinary Course of Business.
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Other Properties and Assets. (a) The tangible properties and assets owned by the Company and each Acquired Subsidiary are free and clear of all Encumbrances other than Permitted Encumbrances and, when taken together with any personal property leased by the Company or an Acquired Company and the personal property assets or services that are required to be made available and/or provided to the Company and the Acquired Subsidiaries pursuant to the TSA, comprise all the personal property necessary to conduct the Business in the manner heretofore conducted. The material personal property assets owned by the Company and each Acquired Subsidiary are in reasonable operating condition and repair, except for ordinary wear and tear. Schedule 2.9(a) lists, by storage capacity, each storage tank owned by the Company and each Acquired Subsidiary. (b) Schedule 2.9 (b) sets forth: (i) all material Intellectual Property Assets owned by the Company and each Acquired Subsidiary and subject to registration or a pending application to register (“Company Registered Intellectual Property Assets”); (ii) all material registered Intellectual Property Assets (other than software) used by the Company or a Acquired Subsidiary that are material to the Business and that are not owned by the Company or a Acquired Subsidiary (“Other Intellectual Property Assets”); and (iii) a list of all Contracts (other than “shrink wrap” or other widely available commercial end-user licenses) relating to material Intellectual Property Assets to which the Company or any Acquired Subsidiary is a party, copies of which have been made available to Buyer. The Company Registered Intellectual Property Assets, unregistered Intellectual Property Assets and the Other Intellectual Property Assets, collectively, comprise all the Intellectual Property Assets necessary to conduct the Business in the manner heretofore conducted. The Company or an Acquired Subsidiary owns the entire right, title and interest in and to the Company Registered Intellectual Property Assets free and clear of all Encumbrances other than Permitted Encumbrances and has the right to use the Other Intellectual Property Assets subject to existing Contracts. To Sellers’ Knowledge: (A) neither the Company nor any Acquired Subsidiary is infringing or unlawfully using any Intellectual Property Asset of any other Person and (B) there is no infringement of or unlawful use by any other Person of any Company Registered Intellectual Property Assets. No Company Registered Intellectual...
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Other Properties and Assets. The Purchased Assets constitute all of the assets, rights and properties used or held for use by Seller primarily in the conduct of the Business by Seller as it is conducted as of the Agreement Date, except for the Excluded Assets, and together, with such Excluded Assets and the services, occupancy and other rights to be provided to Buyer pursuant to the Transition Services Agreement, are adequate in all material respects for Buyer to conduct the Business as presently conducted by Seller. All items of Personal Property and any other tangible assets included in the Purchased Assets are free from defects (patent and latent), have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear), and are lawful and suitable for the purposes for which they presently are used and presently are proposed to be used. Schedule 3.9 is a true and correct detailed listing of all Personal Property (other than Personal Property with a book value less than $3,000) of the Business as of the Most Recent Fiscal Quarter End, which listing sets forth the book value of the Personal Property determined in accordance with GAAP, consistently applied.
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Other Properties and Assets. Except as set forth on Schedule 4.8 hereto, the Seller or Acquired Companies have good, valid and marketable title to, or a valid leasehold interest in, all of the properties and assets used or held for use by the Acquired Companies, located on the Leased Real Property, or shown on the Most Recent Financial Statements or acquired after the date thereof, free and clear of all Liens other than Permitted Liens, except for properties and assets disposed of in the ordinary course of business since the Most Recent Fiscal Quarter End. The tangible and intangible assets (including contracts) and properties owned, leased or licensed by Seller or the Acquired Companies constitute all of the assets used, held for use or required in connection with the present conduct of the Business. Except as set forth on Schedule 4.8, any tangible personal property owned or leased by the Acquired Companies has been maintained in good operating condition and repair (normal wear and tear excepted) and are adequate to conduct the Business as presently conducted.
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Related to Other Properties and Assets

  • Properties and Assets (a) Each Subject Company has a valid and enforceable leasehold interest in each of the leased premises in which it currently conducts its business, except as may be affected by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or general equitable principles. Section 2.12(a) of the Seller Disclosure Letter identifies, as of the date hereof, all of the leases for real property to which each Subject Company is a party (the “Leases”). Except as set forth in Section 2.12(a) of the Disclosure Letter, the Leases constitute all real property owned, leased, subleased, licensed or otherwise used in the operation of the Business. The Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of such Leases. As of the date hereof, except as would not reasonably be expected to have, individually or in the aggregate, be Material to a Reasonable Investor, there is no default by the lessee or, to the Sellers’ Knowledge, the lessor under any such lease and to the Sellers’ Knowledge the use and operation of the property subject to the Leases does not violate any Applicable Law. Except as may be affected by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or general equitable principles, (i) each Lease is the legal, valid and binding obligation of the Subject Company party thereto and, to the Knowledge of the Sellers, each other party to such Lease and (ii) each Lease is enforceable against such Subject Company and, to the Knowledge of the Sellers, each other party to such Lease. No Subject Company owns any real property. (b) Except as set forth in Section 2.12(a) of the Disclosure Letter, the Subject Companies own and have (and as of the Closing, shall own and have) good, valid and marketable title to or, in the case of leased property, good and valid leasehold interests in, or otherwise have (and as of the Closing, shall have) full or sufficient and legally enforceable rights to use, all of the properties, assets and rights (tangible or intangible, and real, personal or mixed) used or held for use in connection with, necessary for the conduct of, or otherwise material to the operations of, the Business as it is conducted as of the date hereof and as it will be conducted immediately prior to the Closing, in each case free and clear of any Lien other than Permitted Liens, except for any failure to have any such title, interest or right that would not, individually or in the aggregate, be Material to a Reasonable Investor. The Subject Companies have maintained in all material respects all tangible assets in good repair, working order and operating condition, subject only to ordinary wear and tear, except for any failure to be in good repair, working order or operating condition that would not, individually or in the aggregate, be Material to a Reasonable Investor.

  • 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 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 Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, 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) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and (c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

  • Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.