Properties and Assets of the Company Sample Clauses

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Properties and Assets of the Company. The Company owns or otherwise has the right to use all of the Transferred Assets. Upon consummation of the transactions contemplated by this Agreement, the Purchaser will have good and marketable title to or the right to use the Transferred Assets that are currently owned by the Company, free and clear of all Liens, except for Permitted Liens, and, with respect to all other Transferred Assets, it has good and valid licenses to such Transferred Assets or other lawful rights to use such Transferred Assets. To the knowledge of the Company, the Transferred Assets are sufficient in all material respects to permit the Purchaser to carry on the Business as presently conducted by the Company.
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Properties and Assets of the Company. The Company owns or otherwise has the right to use all of the Company Assets. Upon consummation of the transactions contemplated by this Agreement, the Surviving Corporation will have good and marketable title to or the right to use the Company Assets that are currently owned by the Company, free and clear of all Liens, except for Permitted Liens, and with respect to all other Company Assets it has good and valid licenses to such Company Assets or other lawful rights to use such Company Assets. To the knowledge of the Company, the Company Assets are sufficient in all material respects to permit the Merger Sub to carry on the Business as presently conducted by the Company.
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Properties and Assets of the Company. The Company and its Subsidiaries owns or otherwise has the right to use all of the Company Assets. Upon consummation of the transactions contemplated by this Agreement, the Surviving Corporation will have good and marketable title to the Company Assets, free and clear of all Liens, except for Permitted Liens. The Company Assets are sufficient in all material respects to permit the Surviving Corporation to carry on the Business as presently conducted by the Company and its Subsidiaries.
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Properties and Assets of the Company. The Company and its Subsidiary Corporations owns or otherwise has the right to use all of the properties and assets, real and personal, tangible and intangible, now owned or used in the operation of their businesses. The Acquired Assets are all of the assets used in the operations of their businesses and, are all of the assets necessary for Buyer to continue and operate after the Closing Date in the manner that the Business is presently operated by Sellers. Upon consummation of the Transactions, the Buyer will acquire good and marketable title to the Acquired Assets.
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Properties and Assets of the Company. The Company and its Subsidiaries owns or otherwise has the right to use all of the Company Assets. Upon consummation of the transactions contemplated by this Agreement, the Company and its Subsidiaries, as applicable, will have good and marketable title to the Company Assets, free and clear of all Liens, except for Permitted Liens. The Company Assets are sufficient in all material respects to permit the Company and its Subsidiaries following the Closing to carry on the Business of the Company as presently conducted by the Company and its Subsidiaries on the date hereof.
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Properties and Assets of the Company. Upon consummation of the transactions contemplated by this Agreement the Buyer will acquire good and marketable title to the Acquired Assets, free and clear of all mortgages, security interests, claims, equities, liens, charges, imperfections of title, encroachments, encumbrances, leases, shares, easements, rights-of-way, squatters' rights, covenants, purchase or sales options, conditions and restrictions (collectively, "Encumbrances"), except for Permitted Encumbrances; provided, that, notwithstanding any other provision of this Agreement or any deed delivered in connection with this Agreement, the Company does not warrant title to mineral rights, oil, gas or other hydrocarbon substance rights or water rights except as set forth in SECTIONS 4.6.1(j) and 4.6.1(k).
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Properties and Assets of the Company 
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Related to Properties and Assets of the Company

  • 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

  • Property and Assets The Company has good title to all of its material properties and assets, including all properties and assets reflected in the Balance Sheet, except those disposed of since the date thereof in the ordinary course of business, and none of such properties or assets is subject to any mortgage, pledge, lien, security interest, lease, charge or encumbrance other than those the material terms of which are described in Section 3.12 of the Disclosure Schedule.

  • 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.