Common use of Ownership of Assets and Leases Clause in Contracts

Ownership of Assets and Leases. Attached hereto as Exhibit 5.9(a) is a complete and correct list and brief description, as of the date of this Agreement, of all real property and material items of personal property owned by the Seller and all of the leases and other agreements relating to any real, personal or intangible property owned, used, licensed or leased by the Seller. The Seller has good and marketable title to all of its assets, including those listed on Exhibit 5.9(a), and any income or revenue generated therefrom, in each case free and clear of any liens, security interest, chattel mortgages, claims, charges, options, rights of tenants or other encumbrances other than in the ordinary course of business, except (i) as disclosed and reserved against in the Financial Statements (to the extent and in the amounts so disclosed and reserved against), (ii) for liens arising from current taxes not yet due and payable or (iii) as set forth on Exhibit 5.9(b). Each of the Seller's leases and agreements is in full force and effect and constitutes a legal, valid and binding obligation of the Seller and the other respective parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally, and, there is not under any of such leases or agreements existing any default of the Seller, or to the best of the Seller's or each Securityholders' knowledge of any other parties thereto (or event or condition which, with notice or lapse of time, or both, would constitute a default). The Seller has not received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets, and, to the best of the Seller's knowledge there is not any such violation or grounds therefor which could adversely affect their assets or the conduct of its business. The Seller is not a party to any contract or obligation whereby an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets has been granted to anyone. There does not exist and will not exist by virtue of the transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any of the Seller's assets.

Ownership of Assets and Leases. (a) Attached hereto as Exhibit 5.9(aSchedule 4.9(a) is a complete and correct list and brief description, as of the date of this Agreement, of all real property and material items of personal property owned by the Seller Companies and all of the long term capital leases and other agreements relating to any real, personal or intangible property owned, used, licensed or leased (other than term leases of equipment entered into in connection with any Project Contract) by the SellerCompanies or any of them. The Seller Each of the Companies has good and marketable title to all of its assets, including those listed on Exhibit 5.9(aSchedule 4.9(a), and any income or revenue generated therefrom, in each case free and clear of any liens, security interest, chattel mortgages, claims, charges, options, rights of tenants or other encumbrances other than in the ordinary course of businessencumbrances, except (i) as disclosed and reserved against in the Financial Statements (to the extent and in the amounts so disclosed and reserved against), (ii) for liens arising from current taxes not yet due and payable or payable, and (iii) as separately and specifically set forth on Exhibit 5.9(bSchedule 4.9(a). Each of the Seller's aforementioned leases and agreements of the Companies is in full force and effect and constitutes a legal, valid and binding obligation of the Seller Company and the other respective parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' ’ rights generally, and, and there is not under any of such leases or agreements existing any default of any of the SellerCompanies or, or to the best of the Seller's Companies’ or each Securityholders' knowledge Seller’s knowledge, of any other parties thereto (or event or condition which, with notice or lapse of time, or both, would constitute a default). The Seller None of the Companies has not received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets, assets and, to the best of the Seller's knowledge Companies’ and the Sellers’ knowledge, there is not any such violation or grounds therefor which could adversely affect their any of the Company’s assets or the conduct of its business. The Seller None of the Companies is not a party to any contract or obligation whereby an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets has been granted to anyone. There does not exist and will not exist by virtue of the transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any asset of the Seller's assetsCompanies. (b) GPS’s main facility, located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Main Facility”), is leased by GPS pursuant to that certain Lease dated October 5, 1999 by and between Glastonbury Bank and Trust Company, as Lessor, and Gemma Power Systems, LLC, as Lessee, which lease was amended pursuant to an Amendment to Lease dated as of the ____ day of July, 2000, a Second Amendment to Lease, effective April 1, 2004, and a Third Amendment to Lease, effective November 1, 2005, a true, correct and complete copy of which lease, and all amendments and modifications thereof (the “Main Facility Lease”), has been provided by the Sellers to Purchaser.

Ownership of Assets and Leases. Attached hereto as Exhibit 5.9(a4.9(a) is a complete and correct list and brief description, as of the date of this Agreement, of all real property and material items of personal property owned by the Seller Company, or by its subsidiaries or affiliates, and all of the leases and other agreements relating to any real, personal or intangible property owned, used, licensed or leased by the SellerCompany, its subsidiaries or its affiliates. The Seller has Company, its subsidiaries and its affiliates, have good and marketable title to all of its assets, including those listed on Exhibit 5.9(a4.9(a), and any income or revenue generated therefrom, in each case free and clear of any liens, security interest, chattel mortgages, claims, charges, options, rights of tenants or other encumbrances other than in the ordinary course of business, except (i) as disclosed and reserved against in the Financial Statements (to the extent and in the amounts so disclosed and reserved against), (ii) for liens arising from current taxes not yet due and payable or and (iii) as set forth on Exhibit 5.9(b4.9(b). Each of the Seller's leases and agreements is of the Company, its subsidiaries and its affiliates are in full force and effect and constitutes constitute a legal, valid and binding obligation of the Seller Company, and of its subsidiaries and affiliates, and the other respective parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally, and, there is not under any of such leases or agreements existing any default of the SellerCompany, or of its subsidiaries or affiliates, or to the best of the SellerCompany's or each Securityholders' knowledge of any other parties thereto (or event or condition which, with notice or lapse of time, or both, would constitute a default). The Seller Neither the Company, nor any of its subsidiaries or affiliates, has not received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets, and, to the best of the Seller's knowledge there is not any such violation or grounds therefor which could adversely affect their assets or the conduct of its business. The Seller Neither the Company, nor any of its subsidiaries or affiliates, is not a party to any contract or obligation whereby an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets has been granted to anyone. There does not exist and will not exist by virtue of the transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any asset of the Seller's assetsCompany's, or its subsidiaries or affiliates.

Ownership of Assets and Leases. Attached hereto as Exhibit 5.9(a4.9(a) is a complete and correct list and brief description, as of the date of this Agreement, of all real property and material items of personal property owned by the Seller Company, or by its subsidiaries, and all of the leases and other agreements relating to any real, personal or intangible property owned, used, licensed or leased by the SellerCompany, and its subsidiaries. The Seller has Company, and its subsidiaries have good and marketable title to all of its assets, including those listed on Exhibit 5.9(a4.9(a), and any income or revenue generated therefrom, in each case free and clear of any liens, security interest, chattel mortgages, claims, charges, options, rights of tenants or other encumbrances other than in the ordinary course of business, except (i) as disclosed and reserved against in the Financial Statements (to the extent and in the amounts so disclosed and reserved against), (ii) for liens arising from current taxes not yet due and payable or and (iii) as set forth on Exhibit 5.9(b4.9(b). Each of the Seller's leases and agreements is of the Company, and its subsidiaries are in full force and effect and constitutes constitute a legal, valid and binding obligation of the Seller Company, and of its subsidiaries, and the other respective parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally, and, there is not under any of such leases or agreements existing any default of the SellerCompany, or of its subsidiaries, or to the best of the SellerCompany's or each Securityholders' Securityholder's knowledge of any other parties thereto (or event or condition which, with notice or lapse of time, or both, would constitute a default). The Seller Neither the Company, nor any of its subsidiaries, has not received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets, and, to the best of the SellerCompany's knowledge there is not any such violation or grounds therefor which could adversely affect their assets or the conduct of its business. The Seller Neither the Company, nor any of its subsidiaries, is not a party to any contract or obligation whereby an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets has been granted to anyone. There does not exist and will not exist by virtue of the transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any asset of the Seller's assetsCompany's, or its subsidiaries.