Tangible Properties and Assets Clause Samples
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Tangible Properties and Assets. (a) Company Disclosure Schedule 3.31 sets forth a true, correct and complete list of all real property owned by Company and each of its Subsidiaries. Except as set forth in Company Disclosure Schedule 3.31, and except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Company or its Subsidiary has good, valid and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent and (ii) Liens incurred in the ordinary course of business or imperfections of title, easements and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy or operation of any material asset.
(b) Company Disclosure Schedule 3.31 sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which Company uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither Company nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Company or any of its Subsidiaries of, or material default by Company or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease, and to Company’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. Except as set forth on Company Disclosure Schedule 3.31, there is no pending or, to Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, incl...
Tangible Properties and Assets. (a) Except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer or one of its Subsidiaries has good, valid, and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal property, and other assets (tangible or intangible), used, occupied, and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent and (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, or operation of any material asset.
(b) Buyer or one of its Subsidiaries (a) has good record, insurable and marketable title to all real property (by name and location) owned by Buyer or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property.
(c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with the Buyer Owned Real Property, the “Buyer Real Property”) is valid, binding, and in full force and effect and neither Buyer nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer or any of its Subsidiaries of, or material default by Buyer or any of its Subsidiaries in, the performance of any covenant, agreement, or condition cont...
Tangible Properties and Assets. (a) HCBF Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF and each of its Subsidiaries. Except as set forth in HCBF Disclosure Schedule 3.30(a), HCBF or its Subsidiaries has good, valid and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there is no pending or, to HCBF’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterState.
(b) HCBF Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF or any of its Subsidiaries of, or default by HCBF or any of its Subsidiaries in, the ...
Tangible Properties and Assets. (a) Company Disclosure Schedule 3.29(a) sets forth a true, correct and complete list of all real property owned as of the date of this Agreement by Company and each of its Subsidiaries. Except as set forth in Company Disclosure Schedule 3.29(a), the Company and its Subsidiaries are not a party to any real property lease or license, whether as landlord, tenant, guarantor or otherwise. Company or its Subsidiaries has good, valid and marketable title to or otherwise legally enforceable rights to use all of the real property, all buildings, structures and other improvements on the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) Liens for taxes and other governmental charges and assessments, which are not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP, (ii) Liens, easements, rights of way, and other similar encumbrances that do not materially detract from the value or the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the Ordinary Course of Business for sums not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP. Each of Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party, and all such leases are valid and binding in accordance with their respective terms and in full force and effect, and there is not under any such lease any material existing default by Company or such Subsidiary or, to the Knowledge of Company, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to be in full force and effect that, individually or in the aggregate, has not had a Material Adverse Effect. Except as set forth on Company Disclosure Schedule 3.29(a), there is no pending or, to Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that Company or any of its Subsidiar...
Tangible Properties and Assets. (i) Section 5.02(v)(i) of Parent Disclosure Schedule sets forth a true, correct and complete list of all real property owned by Parent or any Parent Subsidiary. Except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, each of Parent and the Parent Subsidiaries has good title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (A) statutory Liens for amounts not yet delinquent and (B) Liens that, individually and in the aggregate, are not material in character, amount or extent, or do not materially detract from the value and do not materially interfere with the present use, occupancy or operation of any material asset.
(ii) Section 5.02(v)(ii) of Parent Disclosure Schedule sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which each of Parent or any Parent Subsidiary uses or occupies or has the right to use or occupy, now or in the future, real property (the “Parent Leases”). Each Parent Lease is a valid and binding obligation of Parent or its applicable Subsidiary and is in full force and effect and, as of the date hereof, neither Parent nor any Parent Subsidiary has received a written notice of, and otherwise has no Knowledge of, any default or termination (prior to expiration of the term) with respect to any Parent Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Parent or any Parent Subsidiary of, or material default by Parent or any Parent Subsidiary in, the performance of any covenant, agreement or condition contained in any Parent Lease, and to Parent’s Knowledge, no lessor under a Parent Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Parent Lease. Parent and Parent Subsidiaries have paid all rents and other charges to the extent due under Parent Leases.
Tangible Properties and Assets. (a) The Company does not own or lease, and has never owned or leased, real property.
(b) The Company does not own or lease, and has never owned or leased, any motor vehicles.
(c) The Company has good and marketable title to, or a valid leasehold or subleasehold interest in (or other valid right to use), as applicable, all of the tangible properties and assets shown to be owned, operated or leased by the Company on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except personal properties and assets sold or otherwise disposed of since the Company Balance Sheet Date in the Ordinary Course), or that are otherwise used by the Company in the operation of its business, in each case, free and clear of all Liens, except Permitted Liens.
(d) Except as set forth on Section 2.10(d) of the Disclosure Schedule, the machinery, equipment and other tangible personal property and assets owned, operated or leased by the Company that are, individually or in the aggregate, material to the Company or the Business are (i) in good operating condition in all material respects and adequate and suitable in all material respects for the present and continued use, operation and maintenance thereof as used, operated or maintained in the last twelve (12) months in the Ordinary Course, taking into account the age and history of use (normal wear and tear and preventive maintenance excepted); (ii) structurally sound with no material defects, (iii) not in need of material repairs except for ordinary and/or routine maintenance, (iv) have been maintained in all material respects consistent with the maintenance of a prudent operator (subject to normal wear and tear taking into account use and age), and (v) have not had any material maintenance deferred.
Tangible Properties and Assets. (a) The December 31, 1989 Financial Statements (as modified by transactions disclosed in Section 3.5) disclose all real and tangible personal properties owned or leased by the Corporation or the Subsidiary, including without limitation equipment, furniture, fixtures and leasehold improvements.
(b) With respect to all real and tangible personal properties owned or leased by the Corporation or the Subsidiary that are material to the operation of the Business: (i) the Corporation or the Subsidiary has good and marketable title to them, or valid and subsisting leasehold interests in them, free and clear of liens, encumbrances or security interests except for those listed on Schedule 3.12 and liens for taxes yet payable; (ii) the Corporation or the Subsidiary is in possession of them; (iii) they are in good operating condition and repair (ordinary wear and tear excepted); (iv) they are usable in the ordinary course of business; (v) they and their use conform in all material respects to all applicable laws, ordinances and regulations; and (vi) their use does not violate any Contracts to which the Corporation or the Subsidiary is a party.
(c) All inventories of the Corporation and the Subsidiary (i) are in amounts adequate to fill customer orders in the ordinary course of business in accordance with the Corporation's normal inventory practices, (ii) are of a quality usable and salable in the ordinary course, free of any material defect or deficiency, and (iii) are valued at the lower of cost or market.
Tangible Properties and Assets. The Company and its Subsidiaries have, and immediately following the Effective Time will continue to have, good and valid title to their owned assets, or in the case of assets and properties they lease, valid rights by lease to use, all tangible personal assets and properties used or held for use by the Company and its Subsidiaries to conduct their business as currently conducted, except for such failures to hold valid titles or rights by lease that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.
Tangible Properties and Assets. (a) Sound Bank Disclosure Schedule Section 3.30 sets forth a true, correct and complete list of all real property owned by Sound Bank and each of its Subsidiaries. Except as set forth in Sound Bank Disclosure Schedule Section 3.30, and except for properties and assets disposed of in the Ordinary Course of Business or as permitted by this Agreement, Sound Bank or its Subsidiary has good, valid and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for statutory Liens for amounts not yet delinquent.
(b) Sound Bank Disclosure Schedule Section 3.30 sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which Sound Bank or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Sound Bank Leases”). Each of the Sound Bank Leases is valid, binding and in full force and effect and neither Sound Bank nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, material default or termination with respect to any Sound Bank Lease. To Sound Bank’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a material breach by Sound Bank or any of its Subsidiaries of, or material default by Sound Bank or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Sound Bank Lease. To Sound Bank’s Knowledge, no lessor under a Sound Bank Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Sound Bank Lease. Except as set forth on Sound Bank Disclosure Schedule Section 3.30, Sound Bank has not received written notice of any pending or, to Sound Bank’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that Sound Bank or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. Sound Bank and each of...
Tangible Properties and Assets. (a) A true, correct and complete list of all real property owned by the Company is set forth on Section 2.10(a) of the Disclosure Schedule (the “Owned Real Property”) together with the address and legal descriptions for each Owned Real Property. Except for the Owned Real Property, the Company does not own any real property. The Company is not a party to any Contract to purchase or sell any real property and no party has a right of first offer, right of first refusal, purchase option or other right to acquire any of the Owned Real Property. The Company does not use or occupy any real property (by lease, license or otherwise) other than the Real Property. None of the Real Property or any portion thereof is dependent for its access, use or operation on any land, building, improvement or other real property interest which is not included in the Real Property.
(b) A true, correct and complete list of all real property leased by the Company is set forth on Section 2.10(b) of the Disclosure Schedule (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete copies of each Lease in respect of the Leased Real Property. Other than as set forth in the Leases provided, the Company does not have any first offer, right of first refusal, purchase option or other right to acquire any of the Leased Real Property. All Leases under which the Company leases, subleases or similarly holds any real property are valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with their respective terms, subject to any creditors’ rights, and there is not under any of the Leases (i) any existing default by the Company or, to the Company’s Knowledge, the counterparties thereto or (ii) any event which, with or without the giving of notice or lapse of time or both, would become a default by the Company or, to the Company’s Knowledge the counterparties thereto. The Company has and, to the Company’s Knowledge, the counterparties thereto have, complied with and performed all material obligations required to be performed by it or such counterparties, as appliable, under each real property Lease.
(c) No casualty event has occurred with respect to all or any portion of the Real Property that has not been remedied in all material respects, including in accordance with the terms of the applicable Lease under which the Company leases, sublease...