Real Property and Assets Sample Clauses

Real Property and Assets. (i) 3(l)(i) of the Disclosure Schedule lists and describes briefly all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”). With respect to each such parcel of Owned Real Property and except for matters that would not be reasonably expected to have a Material Adverse Effect or as otherwise disclosed on §3(l)(i) of the Disclosure Schedule: (a) the Company or its Subsidiaries has good and marketable fee simple title to the parcel and the improvements located thereon, free and clear of all Security Interests, except Permitted Liens; (b) there are no leases, subleases, options or other agreements, written or oral, granting to any party or parties the right of use or occupancy or the right to otherwise obtain title of such parcel or any portion thereto (except for which public notice has been provided or has been disclosed in a survey); and (c) there are no parties (other than the Company and/or any of its Subsidiaries) who are in possession of or who are using any such parcel. (ii) 3(l)(ii) of the Disclosure Schedule lists all real property leased or subleased by the Company and/or any of its Subsidiaries (the “Leased Real Property”). The Company has made available to the Buyer a correct and complete copy of the leases and subleases and all material amendments for the Leased Real Property (the “Real Property Leases”). To the Knowledge of the Company, each lease and sublease for the Leased Real Property is valid, binding, enforceable and in full force and effect in all material respects, and neither the Company nor any of its Subsidiaries has received a current notice of default under any such lease or sublease and the Company has not received any notice indicating that any other party to such leases is in material default, except where the invalidity, nonbinding nature, unenforceability, ineffectiveness or default would not be reasonably expected to have a Material Adverse Effect. (iii) The Leased Real Property and Owned Real Property comprise all of the material real property currently used in connection with the conduct of the business of the Company and any of its Subsidiaries.

Real Property and Assets. (a) Schedule 4.9(a) is a true, correct and complete list of (i) each parcel or tract of Owned Real Property, (ii) each parcel or tract of Leased Real Property, and (iii) each Real Property Lease. The Real Property constitutes all of the real property owned, leased, subleased, licensed, used, operated, occupied or otherwise held (whether or not occupied, and including any leases or other occupancy agreements assigned or leased premises sublet for which any Company remains liable) by any Company. (b) Except as set forth on Schedule 4.9(b)(i) there are no parties in possession of the Real Property other than the Companies, and, except as set forth on Schedule 4.9(b)(ii), none of the Real Property Leases have been assigned in whole or in part, nor has the Real Property (or any portion thereof) been subleased. There is no default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) by any party under any Real Property Lease. (c) The conduct of the Business of the Companies, as currently conducted or currently proposed to be conducted, on or from the Real Property is permitted, as a legally conforming use, under all applicable zoning, building and land use laws, ordinances and codes. (d) No condemnation, expropriation, requisition (temporary or permanent), eminent domain or similar proceedings are currently pending with respect to all or any portion of the Real Property, nor, to Sellers’ Knowledge, are any such proceedings threatened or contemplated. (e) Schedule 4.9(e) sets forth each Encumbrance (other than Permitted Encumbrances) on (i) the Real Property and (ii) the machinery, equipment (including trucks and trailers) and other tangible assets and properties used by any Company, located on its premises, or included in the Latest Balance Sheet or acquired after the date thereof (collectively with the Owned Real Property, the “Assets”) and, except as set forth on Schedule 4.9(e), each Company has good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of any Encumbrances (other than Permitted Encumbrances), except for immaterial Assets disposed of in the Ordinary Course of Business since the Last Reviewed Fiscal Year End. (f) The Assets (other than the Rolling Stock and the Excluded Assets), taken as a whole (i) are adequate and suitable for their present and intended uses, and are in good condition and repair, normal wear and tear excepted and (ii) are not in need of main...

Real Property and Assets. Except as set forth in Section 2(q) of the Disclosure Schedule, the Company or a Company Subsidiary has good and valid title to, or has a valid leasehold interest in, or has a valid license to use, the real property, tangible properties and physical assets used by it and necessary for the conduct of its business as presently conducted, located on its premises or shown on the consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2011 as included in the 2011 Form 10-K or acquired thereafter (except for properties and assets disposed of in the ordinary course of business since December 31, 2011), free and clear of all Liens that would materially affect the value thereof or materially interfere with the use made thereof.

Real Property and Assets. BRC does not own any real property, and other than as described in the IMPCO Securities Filings BRC is not a party to any lease or tenancy agreement respecting any real property occupied by BRC or its Affiliated Companies, the termination of which would have a Material Adverse Effect on BRC.

Real Property and Assets. (a) The Company or its Subsidiaries have good and valid fee title (or the non-U.S. equivalent of good and valid fee title) to or, with respect to leased real property, a valid leasehold interest in, all of the Company Real Property and all material tangible personal property and other material tangible assets reflected in the Company Balance Sheet (except for any such properties and assets sold or otherwise disposed of since the date of the Company Balance Sheet in the ordinary course of business). All Company Real Property and such other tangible personal properties and tangible assets are free and clear of all Liens, except for Permitted Liens. (b) Section 3.11(b) of the Company Disclosure Letter sets forth a list of all real property or interests in real property owned, leased or subleased by the Company or any of its Subsidiaries as of the date hereof that are material to the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Real Property”), and the locations of such premises. As of the date hereof, the Company has made available to the Purchaser true and complete copies of each Company Real Property Lease. (c) Each Company Real Property Lease is a valid and binding obligation of the Company or one of its Subsidiaries party thereto and, to the Knowledge of the Company, the other party thereto, enforceable in accordance with its terms, except as may be limited by the General Enforceability Exceptions. To the Knowledge of the Company, none of the Company, any of its Subsidiaries or any other party under any Company Real Property Lease is in material default under any Company Real Property Lease, and no event has occurred that, with notice or lapse of time or both, would constitute a material default under any Company Real Property Lease. No written notice of any default under any Company Real Property Lease, which default remains uncured, has been sent or received by the Company or by any of its Subsidiaries. (d) To the Knowledge of the Company, the Company or any of its Subsidiaries, as applicable, has obtained all certificates of occupancy and other permits or approvals required from any Governmental Authority with respect to the use and occupancy of the Company Real Property, except where a failure to obtain any such certificate or other permit or approval would not be material to the operations of the Company and its Subsidiaries, taken as a whole. (e) To the Knowledge of the Company, the Company Real Property and all pla...

Real Property and Assets. (i) The Company has good and transferable title to all of its assets of material value to it whether real, personal, tangible or intangible which are reflected on the Current Balance Sheet, free and clear of all Liens except for: (A) Liens that are reflected in the Current Balance Sheet; (B) Liens for current taxes not yet delinquent; (C) assets sold or transferred in the ordinary course of business and consistent with prudent business practice since the date of the Current Balance Sheet; and (D) restrictions imposed by Law and easements and restrictions which are neither individually nor in the aggregate material to the Company or its Business Condition. (ii) The Company Disclosure Schedule identifies each parcel of real property that the Company owns or leases. The Company enjoys peaceful and undisturbed possession under all material leases for the use of real property under which it operates. (iii) The Company owns all tooling, dies and other equipment utilized by the Company (or, prior to December 31, 1998, by Seller) in manufacturing its products. Material assets currently used by the Company are in good operating condition and repair, normal wear and tear excepted. (iv) All inventories are current and readily merchantable and contain no amount of damaged, obsolete or unsalable product which have not been written down or reserved to their market value. (v) All accounts receivable reflected on the Current Balance Sheet are stated in accordance with generally accepted accounting principles and: (A) constitute bona fide and valid rights of the Company to collect payments from other Persons; (B) represent credit extended in a manner consistent with the Company's trade practices; (C) are not subject to any defense, counterclaim or offset; and

Real Property and Assets. (a) Section 4.16 of the Disclosure Schedule sets forth a list of all real property, leaseholds and other interests in real property that will be held by APL and the APL Subsidiaries at the Closing Date (other than easements, licenses or rights-of-way involving annual payments of less than $10,000 each), except those real properties, leaseholds and other interests in real property where the failure to hold would not, individually or in the aggregate, have a Material Adverse Effect (the "Properties"). Except as set forth in Section 4.16 of the Disclosure Schedule, APL and the APL Subsidiaries will hold, as of the Closing Date, an interest in the real property described in Section 4.16 of the Disclosure Schedule sufficient to permit APL and the APL Subsidiaries to operate their businesses in the ordinary course and consistent with past practices, according to the terms of the instrument, conveyance or document creating such interest, free and clear of all Liens, except Permitted Liens, and APL and the APL Subsidiaries have good and indefeasible title to each of the Properties, except for Permitted Liens. (b) Except as set forth in Section 4.16 of the Disclosure Schedule, each of the leases, subleases, easements, licenses and agreements described in Section 4.16 of the Disclosure Schedule is in full force and effect according to the terms of each respective instrument, except where such failure to be in full force and effect would not have a Material Adverse Effect, and to Seller's Knowledge, each holder of such leases, subleases, easements, licenses and agreements has complied with all requirements in connection therewith, except where such noncompliance would not have a Material Adverse Effect, and there is not under any such lease, sublease, easement, license or agreement, any existing breach or default (or event that, with notice, lapse of time or both, would constitute a breach or default) by APL or the APL Subsidiaries, except for such breaches or defaults that would not have a Material Adverse Effect. (c) The tangible assets owned or leased by APL immediately prior to the Closing and after the consummation of the transactions contemplated by Section 3.1 constitute all the tangible assets used in or necessary to conduct the APL Business and such tangible assets will continue to be owned or leased by APL immediately after the Closing. The tangible assets of APL that are

Real Property and Assets. MVB has all necessary right, title and interest in and to all of its real and personal property, except for Liens and security interests of record, liens and security interests that do not in the aggregate exceed $10,000, or liens and security interests that arise in the ordinary course of business, or which do not materially impair the ownership of such property. All real property owned or leased by MVB is owned or leased free and clear of all Liens, encumbrances, rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for Liens and security interests of record, liens and security interests that do not in the aggregate exceed $10,000, or liens and security interests that arise in the ordinary course of business, or which do not materially impair the ownership of such property, and no such property is subject to any governmental decree or order to be sold or condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor to the Knowledge of MVB is any such proceeding threatened.

Real Property and Assets. (a) The Company does not own any real property. (b) Schedule 3.15 sets forth a list of all leases of real property (such real property, the “Leased Real Property”) to which the Company, the Company Subsidiary or, with respect to the Business, the Contributing Affiliate is bound, in each case, as of the date of this Agreement (each a “Lease”). Each Lease is valid and binding on the Company, the Company Subsidiary or, with respect to the Business, the Contributing Affiliate party thereto and, to Seller’s knowledge, on the other parties thereto, and is enforceable in accordance with its terms by and against the Company, the Company Subsidiary or, with respect to the Business, the Contributing Affiliate party thereto, subject to proper authorization and execution of such Lease by the other parties thereto and the Remedies Exception. Neither the Company, the Company Subsidiary nor, with respect to the Business, the Contributing Affiliate party thereto is in material breach or material violation of, or in material default under, any Lease. To Seller’s knowledge, no other party to any Lease is in material breach or material violation of, or in material default under, any Lease. True and correct copies of each of the Leases have been made available to Purchaser. (c) Except as set forth on Schedule 3.15(c), the Company, the Company Subsidiary or, with respect to the Business, the Contributing Affiliate has a valid leasehold interest in, all Leased Real Property and owns all tangible assets reflected in the Financial Statements or acquired after December 31, 2015, other than inventory, properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since December 31, 2015, in each case free and clear of all Liens except for Permitted Liens. (d) Except as set forth on Schedule 3.15(d), immediately prior to the Closing Date, Seller or one of its Affiliates (that is a Transferor under the Contribution Agreements) will have good and valid title to all of the tangible Assigned Assets and, except as set forth in section (x) of Schedule 3.14, the registered and applied-for Company Intellectual Property Rights listed on Schedule 1.1(a) and Schedule 1.1(b) of the Intellectual Property Contribution Agreement (or with respect to any leased Assigned Asset, a valid leasehold interest) free and clear of all Liens, other than Permitted Liens. Except for (i) assets required to perform the services provided for in the Transition S...