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. 20 Section 5.31

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.

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. Except as set forth on Schedule 2.11, Seller has good and marketable title to each item of tangible personal property that is an Asset, free and clear of all liens and other encumbrances, and, with immaterial exceptions, each such item of tangible personal property is in good operating condition and repair, ordinary wear and tear excepted, and useable in the ordinary course of business. Schedule 2.11 contains a complete and accurate list setting forth a description of each item of tangible property that is an Asset, and describes the nature of Seller's interest in any property listed thereon that is not owned entirely by Seller free and clear of any Lien.

Tangible Property. (a) Section 4.14(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by an Acquired Company (“Owned Real Property”). The applicable Acquired Company has good fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. The Owned Real Property is fully licensed, permitted and authorized for the operation of the Business conducted by the Acquired Company thereon, including under all applicable Laws relating to the Business conducted thereon (including, without limitation, all zoning restrictions, land use requirements and private use restrictions). There is public ingress and egress to and from all Owned Real Property and no portion of any improvements on the Owned Real Property encroaches onto neighboring properties and no improvements from neighboring properties encroach onto any portion of the Owned Real Property. To the Knowledge of the Company, no third party has a present or future right to possession of all or any part of the Owned Real Property and no third parties have any rights to drill or explore for, collect, produce, mine, excavate, deliver or transport oil, gas, coal, or other minerals in, on, beneath, across, over, through, from or to any portion of the Owned Real Property. (b) There are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings affecting all or any part of the Owned Real Property or any levied or pending or, to the Knowledge of the Company, proposed special assessments affecting all or any part of the Owned Real Property. (c) Section 4.14(b) of the Company Disclosure Schedule contains a true, correct and complete list of each item of real property that, as of the date of this Agreement, is leased from or to a third party by an Acquired 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. The applicable Acquired Company has a valid and subsisting leasehold interest in all Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. The Company has made available in the Data Room, for each parcel of Leased Real Property, a complete and accurate copy of the applicable lease, together with all amendments and assignments thereto. Neit...

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. The buildings, facilities, machinery, equipment, computers, furniture, leasehold and other improvements, fixtures, vehicles, structures, any related capitalized items and other tangible property related to the Business, other than Inventory (the “Tangible Property”) are in satisfactory operating condition and repair (normal wear and tear excepted) and are subject to continued repair and replacement in accordance with past practice. Since the inception of the Seller, there has not been any significant interruption of the Business due to inadequate maintenance of the Tangible Property.