Owned and Leased Property Sample Clauses
The "Owned and Leased Property" clause defines the rights, responsibilities, and obligations of the parties regarding any real or personal property that is either owned or leased by them. This clause typically outlines which assets are included under the agreement, clarifies who holds title or leasehold interests, and may specify how such property is to be maintained, insured, or transferred during the term of the contract. Its core function is to ensure clarity and prevent disputes by clearly delineating property interests and responsibilities between the parties.
Owned and Leased Property. (a) Except as disclosed in Schedule 3.8(a), the Sellers have good title to all the Assets free and clear of any and all Liens other than Permitted Liens. The Assets comprise all assets and services required for the continued conduct of the Business by the Buyer as now being conducted. The Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business during the past twelve months (except Inventory sold, cash disposed of, accounts receivable collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of business, employees not hired by the Buyer, and the Excluded Assets). Except for Excluded Assets, there are no assets or properties used in the operation of the Business and owned by any Person other than the Sellers that will not be leased or licensed to the Buyer under valid, current leases or license arrangements. The Assets are in all material respects adequate for the purposes for which such assets are currently used or are held for use, and are in reasonably good repair and operating condition (subject to normal wear and tear) and, to the Knowledge of the Sellers, there are no facts or conditions affecting the Assets which could, individually or in the aggregate, interfere in any material respect with the use, occupancy or operation thereof as currently used, occupied or operated, or their adequacy for such use.
(b) All leases and subleases pursuant to which the Seller or any Subsidiary (i) leases (whether as lessee or lessor) its Tangible Personal Property, or (ii) leases or has leased any real property as lessor or lessee (the "Leased Real Property") are set forth on SCHEDULE 3.8(B). Such leases and subleases (other than the leases identified on SCHEDUlE 3.8(B) as no longer in effect) are in good standing and are valid and binding against the Seller or such Subsidiary, as the case may be, and, to the Knowledge of the Seller, the other parties thereto in accordance with their respective terms, subject to general equity principles and to applicable bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting creditors' rights generally (whether considered in a proceeding in equity or at law), and there is not under any of such leases or subleases any existing default, event of default or event ...
Owned and Leased Property. Schedule H contains a complete legal and ------------------------- municipal description of all of the real property owned by the Corporation (the "Real Property") and leased by the Corporation (the "Leased Property"). The Corporation does not own or lease and has not agreed to acquire or lease any real property or interest in real property other than the Real Property and the Leased Property.
Owned and Leased Property. Neither the Company nor any Company Subsidiary own or has ever owned any freehold real property in England, or any real property outside of England, or are party to any agreement to purchase, acquire an interest in, lease, or sell any such real property. Section 3.10(a) of the Company Disclosure Schedule sets forth, as of the Agreement Date, a true, correct and complete list of: (i) all real property currently leased, subleased or licensed by or from the Company or any Company Subsidiary or otherwise used or occupied by the Company or any Company Subsidiary (the “Leased Real Property”), and (ii) all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in the Leased Real Property, and all amendments, terminations, guarantees and modifications thereof, including all notices exercising any extension or expansion rights thereunder (the “Lease Agreements”). The Company has made available to Buyer a true, correct and complete copy of each such Lease Agreement. Each Lease Agreement is in full force and effect. The Company or applicable Company Subsidiaries have good and valid interests in their respective Leased Real Property. The Leased Real Property is in materially good operating condition and repair sufficient for its current use, and no material repairs or alterations are currently required for the conduct of the Company’s and the Company Subsidiaries’ current business operations. The Leased Real Property constitutes all of the real property used in connection with the business of the Company in all material respects. There are no pending or, to the Company’s Knowledge, threatened condemnation, eminent domain or similar proceedings affecting the Leased Real Property.
Owned and Leased Property. The Company has good and marketable title to all real property and all material equipment and other personal property, tangible and intangible, included as an asset in the Financial Statements dated 12/31/95 (other than property disposed of in the ordinary course of business consistent with past practices since that date) and to each material item of equipment and other personal property, tangible and intangible, acquired since 12/31/95, free and clear of any Liens, except as set forth in Schedule 4.15 hereto. To the Seller's knowledge, all material assets, tangible or intangible, owned by any third party which are used in the operation of the business of the Company as presently conducted are used pursuant to valid leases and/or licenses.
Owned and Leased Property of the Company Disclosure Schedules sets forth a complete list of the real property leased by the Company. The lease agreements for such real property (the “Lease Agreements”) are valid, binding and enforceable in accordance with their respective terms. There are no disputes, oral agreements, or forbearance programs in effect as to the Lease Agreements. There are no existing defaults by the Company under any Lease Agreement, and no event has occurred that (with the giving of notice, lapse of time or both) would constitute a default by the Company under any Lease Agreement. The Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or any of its rights under any Lease Agreement. The Company does not own any real property.
Owned and Leased Property. Mortgaged Properties
(a) Post Restatement Effective Date Mortgage Delivery Requirements 5.1(h) Environmental Assessments 6.14(b) Post Closing Obligations 7.2(d) Existing Indebtedness 7.3(f) Existing Liens
Owned and Leased Property. (a) Except as set forth in Schedule 8.8(a), the Company has good and marketable title to its owned Tangible Personal Property free and clear of all Liens except Liens for current Taxes and assessments not yet delinquent or being contested in good faith by appropriate proceedings.
(b) All leases and subleases pursuant to which the Company (i) leases (whether as lessee or lessor) its Tangible Personal Property, or (ii) leases or has leased any real property as lessor or lessee (the "Leased Real Property") are set forth on Schedule 8.8(b). Such leases and subleases (other than the leases identified on Schedule 8.8(b) as no longer in effect) are in good standing and are valid and binding against the Company, and to the Knowledge of the Company the other parties thereto, in accordance with their respective terms, subject to general equity principles and to applicable bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting creditors' rights generally (whether considered in a proceeding in equity or at law), and there is not, under any of such leases or subleases any existing default, event of default or event which with notice or lapse of time or both would constitute a default, by the Company or, to the Knowledge of the Company, any Person from or to whom the Company leases or subleases such Tangible Personal Property or Leased Real Property. None of the rights of the Company under any of such leases or subleases is subject to termination or modification as the result of the transactions contemplated by any Purchase Document.
(c) All buildings, machinery, equipment, fixtures, rolling stock and tools (including, without limitation, all replacement parts therefor to the extent such parts exist), used or useful in the business of the Company, whether owned or leased by the Company, have been properly maintained and are in good operating condition (except for ordinary wear and tear), and are capable of being used in the business of the Company, without present need for repair or replacement except in the ordinary course of business except for such failures which would not have a Material Adverse Effect on the Company.
(d) All real property owned by the Company on or prior to the date hereof is set forth on Schedule 8.8(d) (the "Owned Real Property").
(e) To the Knowledge of the Company, there are no encroachments upon any of the Properties and the improvements situated upon such Properties...
Owned and Leased Property. (a) Owned Real Property. Exhibit 5.12(a) lists all real property owned by the Company as of the date of this Agreement. With respect to each such parcel of owned real property, the Company has good, valid and marketable title to the parcel of real property, free and clear of any Encumbrance, security interest, easement, covenant or other restriction, except recorded easements, covenants, and other restrictions which do not materially and adversely impair the current use or occupancy of the subject property, and zoning and building restrictions. There are no pending or threatened condemnation proceedings, lawsuits or administrative actions relating to the property or similar matters materially and adversely affecting the current use or occupancy thereof. There are no leases, subleases, licenses, concessions or other agreements granting to any party or parties the right of use or occupancy of any portion of the subject property and there are no outstanding options or rights of first refusal to purchase the subject property, or any portion thereof or interest therein.
Owned and Leased Property. Mortgaged Properties 5.1
Owned and Leased Property. HouTex owns no real property. The only real property leased by HouTex is described on Exhibit A attached hereto. HouTex has not leased or subleased any of its Property to any other Person.