Title to Property; Leased Property. (a) Each of the Acquired Companies has good title to, or in the case of leased properties and assets, valid leasehold interests in, all of their properties and assets, including the Acquired Assets, free and clear of all Liens, except for: (i) Liens reflected in the balance sheet of the Company, included in the Financial Statements, (ii) Liens imposed by Law, such as carriers’, warehouseman’s, mechanics’, materialmen’s, landlords’, laborers’, suppliers’, construction and vendors’ liens, incurred in good faith in the ordinary course of business and securing obligations which are not yet due or which are being contested in good faith by appropriate proceedings as to which the Company has, to the extent required by GAAP, set aside on its books adequate reserves; (iii) Liens for Taxes either not yet due and payable or which are being contested in good faith by appropriate legal or administrative proceedings; (iv) with respect to leasehold interests, liens incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee, none of which impairs the use of any parcel of property material to the operation of the business of the Company; (v) as set forth in Section 3.8(a) of the Company’s Disclosure Schedule, and (vi) any Liens arising in the ordinary course of business which do not interfere with the present use of the property affected thereby (collectively, “Permitted Liens”). (b) All leases pursuant to which any of the Acquired Companies leases from others real or personal property (collectively, the “Company Leases”) are valid, binding and enforceable in accordance with their respective terms and in full force and effect, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity, no amounts (other than immaterial amounts the failure of which to pay would not be material) payable under any Company Lease are past due, and there is not, under any of such leases, any existing default or event of default of any of the Acquired Companies or, to the Knowledge of the Company, any other party. (c) Section 3.8(c) of the Company Disclosure Schedule sets forth each of the Company Leases, as well as each real property owned by each of the Acquired Companies (the “Owned Property”), in each case setting forth the location of such property, the Acquired Company using, operating or owning such property, the monthly payment due in connection therewith, and the term of the lease thereunder. Each of the properties specified in Section 3.8(c) of the Company Disclosure Schedule (including any easements, rights of access, rights of way or similar rights benefiting the properties) (i) is in good repair, free of defects and is otherwise adequate and sufficient to permit the continued use of such facility in the manner and for the purpose to which it is presently devoted, and (ii) has adequate and sufficient access to and from public areas. The Company Leases and the Owned Property (taking into account all liens and third party rights related thereto, all zoning and other restrictions applicable thereto, the condition, size and all other aspects thereof) are in all respects suitable and adequate to support the operations of the Acquired Companies and for the purposes to which they are presently used. The Acquired Companies are the sole tenants and occupants of the Company Leases and the Owned Property. (d) All major items of equipment of the Acquired Companies are in good and sufficient operating condition and in a state of reasonable maintenance and repair for the continued conduct of the Acquired Companies’ Business on a basis consistent with past practice, ordinary wear and tear excepted, and are free from any known defects or Liens (other than Permitted Liens). (e) To the Knowledge of the Company, there is no condemnation, expiration or other proceeding in eminent domain pending or threatened, affecting any parcel of real estate covered by the Company Leases or Owned Property or any portion thereof or interest thereon. (f) The Acquired Assets include all assets, rights, properties, licenses and permits (other than Licenses required under Environmental Laws as to which Section 3.12 shall apply), contracts and other benefits that are necessary for the Business as presently conducted and as presently contemplated to be conducted by the Acquired Companies, and, other than the Acquired Assets there are no other assets, properties or rights owned, used, held, or licensed by any of the Acquired Companies or any third party which are necessary for the Business as presently conducted or as presently contemplated to be conducted by the Acquired Companies. Without limiting the foregoing, as of the Closing no Company Subsidiary that is not an Acquired Company will own or hold any assets, rights, properties, licenses and permits, contracts or other benefits that are used in the Business. (g) Upon the Closing, the Buyers shall have good, valid and marketable title to all of the Acquired Assets, free and clear of any Liens and any adverse claims by any Person, other than Permitted Liens, and to the Company’s Knowledge, the Buyers shall have full right and power to the peaceful and quite usage and possession rights of the Acquired Assets so transferred. To the Company’s Knowledge, the Buyers shall be subject to no limitations, obligations or restrictions with regard to the sale, license, distribution or other transfer or exploitation of the Acquired Assets, whether in the form transferred to it or after modification, except for any such limitation, obligations or restrictions that are created by Buyers or are derived from agreements to which it is a party. (h) All references to the Acquired Assets in this Section 3.8 shall not include the Transferred Intellectual Property.
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Title to Property; Leased Property. (a) Each of the Acquired Companies The Company and each Company Subsidiary has good title to, or in the case of leased properties and assets, valid leasehold interests in, all of their properties and assets, including the Acquired Assets, free and clear of all Liens, and the Acquired Subsidiaries have good title to, or in the case of leased properties and assets, valid leasehold interests in, all their properties and assets; except for: :
(i) Liens reflected in the balance sheet of the Company, dated as of December 31, 2006, included in the Financial Statements, ; (ii) Liens imposed by Law, such as carriers’, warehouseman’s, mechanics’, materialmenmaterial men’s, landlords’, laborers’, suppliers’, construction and vendors’ liens, incurred in good faith in the ordinary course of business and securing obligations which are not yet due or which are being contested in good faith by appropriate proceedings as to which the Company has, to the extent required by GAAP, set aside on its books adequate reserves; (iii) Liens for Taxes either not yet due and payable or which are being contested in good faith by appropriate legal or administrative proceedings; (iv) with respect to leasehold interests, liens incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee, none of which impairs the use of any parcel of property material to the operation of the business of the CompanyCompany or the value of such property for the purpose of such business; and (v) as set forth in Section 3.8(a) of the Company’s Disclosure Schedule, and (vi) any Liens arising in the ordinary course of business which do not interfere with the present use of the property affected thereby (collectively, “Permitted Liens”).
(b) All leases pursuant to which the Company or any of the Acquired Companies Company Subsidiary leases from others real or personal property (collectively, the “"Company Leases”") are valid, binding and enforceable on the Selling Group Company in accordance with their respective terms and in full force and effect, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity, no amounts (other than immaterial amounts the failure of which to pay would not be material) payable under any Company Lease are more than 60 days past due, and there is not, under any of such leases, any existing default or event of default of the Company or any of the Acquired Companies Company Subsidiary or, to the Knowledge of the Company, any other party.
(c) Section 3.8(c3.9(c) of the Company Disclosure Schedule sets forth each of the Company Leasesreal property leases, as well as each real property owned by each of the Acquired Selling Group Companies (the “"Owned Property”)Property")true, in each case setting forth correct and complete copies of which were provided to the location of such property, the Acquired Company using, operating or owning such property, the monthly payment due in connection therewith, and the term of the lease thereunderBuyer. Each of the properties specified in Section 3.8(c3.9(c) of the Company Disclosure Schedule (including any easements, rights of access, rights of way or similar rights benefiting the properties) (i) is in good repair, free of defects and is otherwise adequate and sufficient to permit the continued use of such facility in the manner and for the purpose to which it is presently devoted, and (ii) has adequate and sufficient access to and from public areas. The Company Leases and the Owned Property (taking into account all liens and third party rights related thereto, all zoning and other restrictions applicable thereto, the condition, size and all other aspects thereof) are in all respects suitable and adequate to support the operations of the Acquired Selling Group Companies and for the purposes to which they are presently used. The Acquired Companies are the sole tenants and occupants of the Company Leases and the Owned Property.
(d) All major items of equipment of the Acquired Selling Group Companies are in good and sufficient operating condition and in a state of reasonable maintenance and repair for the continued conduct of the Acquired Companies’ Business on a basis consistent with past practice, ordinary wear and tear excepted, and are free from any known defects or Liens (other than Permitted Liens).
(e) To the Knowledge of the Company, there There is no condemnation, expiration or other proceeding in eminent domain pending or to the Company's Knowledge threatened, affecting any parcel of real estate owned by the Company and Acquired Subsidiaries or covered by the Company Leases or Owned Property or any portion thereof or interest thereon.
(f) The Acquired Assets include all assets, rights, properties, licenses and permits (other than Licenses required under Environmental Laws as to which Section 3.12 shall apply)permits, contracts and other benefits that are necessary for the Business as presently conducted and as presently contemplated to be conducted by the Acquired Companies, and, other than Cash and the Acquired Assets and the Excluded Assets, there are no other assets, properties or rights owned, used, held, or licensed by the Company or any of the Acquired Companies or any third party Company Subsidiaries which are necessary for the Business as presently conducted or as presently currently contemplated to be conducted by the Acquired Companies. Without limiting the foregoing, as of the Closing no Company Subsidiary that is not an Acquired Company will own or hold any assets, rights, properties, licenses and permits, contracts or other benefits that are used in the Businessconducted.
(g) Upon Except as set forth in section 3.9(g) to the ClosingCompany Disclosure Schedule, at and as of the Closing the Buyers shall have good, valid and marketable title to all of the Acquired Assets, free and clear of any Liens and to the Knowledge of the Company, any adverse claims by any Person, other than Permitted Liens, and to the Company’s Knowledge, the Buyers shall have full right and power to the peaceful and quite quiet usage and possession rights of the Acquired Assets so transferredtransferred as heretofore used by the Selling Group Companies. To the Company’s 's Knowledge, except as set forth in Section 3.9(g) to the Company Disclosure Schedule, at and as of the Closing the Buyers shall be subject to no limitations, obligations or restrictions with regard to the sale, license, distribution or other transfer or exploitation of the Acquired Assets, whether in the form transferred to it or after modificationit, except for any such limitation, obligations or restrictions that are created by the Buyers or are derived from agreements to which it is a party, including the Acquired Contracts or are otherwise applicable to the Buyers (otherwise than as a result of the Transaction).
(h) All references to the Acquired Assets in this Section 3.8 3.9 shall not include the Transferred Intellectual Property.
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