Tangible Property Clause Samples

Tangible Property. Synacor and each of its Subsidiaries have good and valid title to, or a valid leasehold interest in, all the tangible properties and assets which it purports to own or lease, including all the tangible properties and assets reflected in the Synacor Balance Sheet. All tangible properties and assets reflected in the Synacor Balance Sheet are held free and clear of all Liens, except for Liens reflected on the Synacor Balance Sheet and Liens for current Taxes not yet due and for which adequate reserves have been established in accordance with GAAP and other Liens that do not materially impair the use of the property or assets subject thereto. The machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by Synacor or any of its Subsidiaries are, in the aggregate, sufficient and adequate to carry on their respective businesses in all material respects as conducted as of the date hereof, and Synacor and its Subsidiaries are in possession of and have good title to, or valid leasehold interests in or valid rights under contract to use, such machinery, equipment, furniture, fixtures and other tangible personal property and assets that are material to Synacor and its Subsidiaries, taken as a whole, free and clear of all Liens, except for conditions or defects in title that in the aggregate would not be reasonably likely to result in a Synacor Material Adverse Effect.

Tangible Property. (a) Except for the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may be: (i) each parcel of real property owned, as of the date hereof, by such company ("Owned Real Property"), (ii) each parcel of material real property leased from or to a third party, as of the date hereof, by such company ("Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company as set forth in each company's depreciation schedule attached thereto, (excluding therefrom such fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE 4.5(a) hereto, the Lee-▇▇▇C Stations and each Acquired Company does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C Stations or by the Acquired Company. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C and each Acquired Company have fee simple title to all of the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired Companies, free and clear of Liens except Permitted Encumbrances. (c) Within twenty-one (21) days after the date of this Agreement, Lee-▇▇▇C and each Acquired Company shall, with respect to each tract of Owned Real Property owned by such company, procure at its expense (except as provided below) and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, subject to all matters listed on said policies and such other matters of record since the date of the policies or (y) ALTA owner'...

Tangible Property. 20 Section 5.31

Tangible Property. The Company has good and marketable title to, or a valid leasehold interest in, all equipment, furniture and other tangible assets used in the ordinary course of its business and operations, free and clear of any Encumbrances other than Permitted Encumbrances. All of the assets, owned or leased by the Company are in good working order, ordinary wear and tear excepted, and suitable for the purposes for which they are being used.

Tangible Property. (i) mechanical systems, fixtures and equipment comprising a part of or attached to or located upon the Improvements, (ii) maintenance equipment and tools owned by Seller, located on the Land and used exclusively in connection with the Improvements, (iii) site plans, surveys, plans and specifications, marketing materials and floor plans in Seller's possession which relate exclusively to the Real Property, (iv) all signs, supplies, appliances, security systems, decorations, furniture, furnishings, machinery, landscaping and other tangible personal property owned by Seller, located at and/or used in connection with the leasing, management, operation, maintenance and/or repair of the Property, (v) pylons and other signs located on the Land, and (vi) other tangible property of every kind and character owned by Seller and located in or on the Real Property (collectively, the "TANGIBLE PROPERTY").

Tangible Property. All material Tangible Property of each of the Acquired Companies, wherever located, is, in the aggregate, (i) suitable, in all material respects, for the uses for which it is employed and (ii) in satisfactory operating condition in all material respects (except for ordinary wear and tear).

Tangible Property. (a) There is no real property used in the conduct of the Business in which the Company or any Company Subsidiary has any fee interest. (b) Schedule 3.13(b) sets forth the address of all material leasehold or subleasehold estates and other rights to use or occupy any land, buildings or other real property (the “Leased Real Property”), and a true and complete list of all Leases for each such Leased Real Property, each as of the Agreement Date. Each Lease is legal, valid and in full force and effect and is free and clear of Encumbrances, except Permitted Encumbrances. Except as set forth on Schedule 3.13(b) and except for such exceptions which would not be material: (i) neither the Company, the Company Subsidiaries nor, to the Knowledge of Seller, any other party to the Lease is in material breach or default under such Lease; and (ii) neither the Company nor any of the Company Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. (c) The Leased Real Property identified in Schedule 3.13(b) comprises all of the material real property used in the Business. (d) There are no pending, or to the Knowledge of Seller, threatened, condemnation or similar proceedings against the Company or any Company Subsidiary or otherwise relating to any of the Leased Real Property. (e) The Company and the Company Subsidiaries have good and marketable title or valid and subsisting leasehold interests in all of the material tangible personal assets and properties used or leased for use by the Company or any Company Subsidiary in connection with the conduct of the Business, including any such assets and properties reflected on the Balance Sheet or acquired after the Balance Sheet Date, free and clear of all Encumbrances, other than Permitted Encumbrances and those set forth on Schedule 3.13(e). The material tangible personal assets are in good condition and repair, except for such wear and tear as would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.13(e), the tangible and intangible personal assets and properties owned and leased by the Company and the Company Subsidiaries are sufficient for the continued conduct of the operations of the Company and the Company Subsidiaries after the Closing in substantially the same manner as conducted prior to the Closing. Except as would not have a Material Adverse Effect, all of the buildings, fixtures and ot...

Tangible Property. (a) The Company does not own, and has not owned, any real property. Section 4.14(a) of the Company Disclosure Schedule contains a true, correct and complete list of each parcel of real property that, as of the date of this Agreement, is leased or licensed from or to a third party by the Company (“Leased Real Property”), the name of the third party lessor(s) or ▇▇▇▇▇▇(s) thereof, as the case may be, the date of the lease or license relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in all material Leased Real Property leased by it or license in all material Leased Real Property licensed by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company or the Business, the Company has valid and subsisting ownership or leasehold interests in all of the tangible personal assets and properties used or leased for use by the Company in connection with the conduct of the Business, free and clear of all Encumbrances, other than Permitted Encumbrances. (c) The plants, buildings, structures and equipment owned or leased by the Company have no material defects, are in good operating condition and repair in all material respects and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are, to the Knowledge of the Company, adequate and suitable in all material respects for their present uses and, in the case of plants, buildings and other structures (including the roofs thereof), structurally sound in all material respects.

Tangible Property. With respect to the tangible properties and assets of the Company and its Subsidiaries (excluding real property) that are material to the conduct of the businesses of the Company and its Subsidiaries, the Company and its Subsidiaries have good title to, or hold pursuant to valid and enforceable leases, all such properties and assets, with only such exceptions as, individually or in the aggregate, would not have a Material Adverse Effect on the Company. All of the assets of the Company and its Subsidiaries have been maintained and repaired for their continued operation and are in good operating condition, reasonable wear and tear excepted, and usable in the ordinary course of business, except where the failure to be in such repair or condition or so usable would not individually or in the aggregate have a Material Adverse Effect on the Company.