Assets and Property Sample Clauses

Assets and Property. Borrower will maintain, keep, and preserve all of its assets (tangible and intangible) necessary or useful in the proper conduct of its business and operations in good working order and condition, ordinary wear and tear excepted.

Assets and Property. (a) Except for assets disposed of in the Ordinary Course since the date of the Company Financial Statements, the Company owns good and valid title to, or hold pursuant to valid and enforceable leases, all of the personal property shown to be owned or leased by the Company on the Company Financial Statements, free and clear of all Liens (other than Permitted Liens). (b) The tangible assets used in the operation of the Company’s business (i) are adequate for the uses to which they are being put, and (ii) are in good operating condition and repair, subject to normal wear and tear and ordinary, routine maintenance and repair that are not material in cost or nature. (c) The Company has made available to the Contributors (i) the addresses of each parcel of real property that the Company leases, subleases, or licenses (each a “Company Leased Property”), and (ii) copies of all Contracts under which the Company leases, subleases, or licenses such Company Leased Property (each a “Company Real Property Lease”). Each Company Real Property Lease is a valid and binding obligation of the Company, is in full force and effect, and is enforceable against the Company, subject to the Enforceability Exceptions. The Company is not in material breach, violation, or default under any Company Real Property Lease. The Company has not leased or otherwise granted to any Person the right to use or occupy any Company Leased Property or any portion thereof. (d) The Company does not own any parcel of real property and is not party to any Contract or option to purchase any real property.

Assets and Property. (a) Optium and its Subsidiaries have good and valid title to all property and assets that is reflected on the Optium Balance Sheet as owned by them or that has been acquired after the date thereof (except for property and assets sold or otherwise disposed of in the ordinary course of business since the date thereof), free and clear of all Liens except such imperfections or irregularities of title or Liens as do not affect the use of the properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties, in either case in such a manner as to have a Material Adverse Effect on Optium. (b) Optium and each of its Subsidiaries own or lease all tangible assets and properties which are material to the conduct of their respective business as currently conducted (the "Optium Material Tangible Assets"). The Optium Material Tangible Assets, taken as a whole, are adequate for the uses to which they are being put and are in good operating condition and repair. Neither Optium nor any of its Subsidiaries is in default under or in breach or violation of, nor is there any basis for any claim of default by Optium or any of its Subsidiaries under, or breach or violation by Optium or any of its Subsidiaries of, any lease for Optium Material Tangible Assets. All such leases to which Optium or any of its Subsidiaries is a party are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar Law affecting or relating to creditors' rights generally, and (ii) general principles of equity. (c) The Optium Disclosure Schedule sets forth a true, accurate and complete list of all real property leased, subleased or otherwise occupied by Optium or any of its Subsidiaries (collectively, the "Optium Facilities"). Optium owns no real property. The Optium Facilities are not subject to any encumbrances, encroachments, building or use restrictions, exceptions, reservations or limitations, except those which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Optium, or prevent any continued use of any of the Optium Facilities in the usual and normal conduct of Optium's business. There are no governmental or other restrictions which would prevent Finisar or Optium from conducting business operations in Optium Facilities in the manner currently con...

Assets and Property. Except as set forth in Schedule 4.15: (a) Immediately prior to the Effective Time, the Material Licenses shall be in full force and effect, and shall be free and clear of all Liens, except as set forth in Schedule 4.15(a). The Company owns no real property. (b) Schedule 4.15(b) sets forth each parcel of real property leased, subleased or licensed by the Company (together with all rights, title and interest of the Company in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), including the name of the landlord, the name of the tenant, and the location of the leased real property. The Company has provided to Trulieve true and complete copies of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which the Company occupies any Leased Real Property (collectively, the “Real Property Leases”). With respect to the Real Property Leases, (i) each Real Property Lease is in full force and effect, the Company is in material compliance with each Real Property Lease, including payment of all rent due and payable under the Real Property Leases, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute a material breach of or default by the Company under any Real Property Lease, (ii) the Company has neither received nor given a notice of any default or event that, with notice or lapse of time, would constitute a default by the Company or any other party under any of the Real Property Leases, (iii) the Company holds a valid leasehold interest free of any Liens other than those of the lessors of such Leased Real Property or Permitted Liens, (iv) the Company has not subleased, assigned or otherwise granted any other parties the right to use or occupy any of the Leased Real Property or any portion thereof, (v) to the Company’s Knowledge, there are no covenants, conditions, restrictions, easements, rights of way, encumbrances, defects, imperfections, irregularities of title or other Liens that would be apparent upon review of an accurate survey covering the Leased Real Property, which would reasonably be expected to materially impair the continued use of the property to which such matters relate, and (vi) the landlo...

Assets and Property. (a) The Acquired Assets, together with the Excluded Assets, constitute all the assets currently used by the Seller in the operation of the Business. The Seller has title to the Acquired Assets it purports to own, free and clear of all Liens, claims and encumbrances, and valid leasehold interests in all Acquired Assets it purports to lease, except in each case only for the Permitted Encumbrances. (b) Set forth on Schedule 3.13(b) is a list of all real property owned, leased or otherwise used by the Seller in connection with the Business, and except as set forth on Schedule 3.13(b), all such real property is being used by Seller in material compliance with all local, state and federal zoning, planning and use laws, ordinances, regulations and restrictions. (c) Schedule 3.13(c) hereof contains an accurate and complete description of all Intellectual Property used by the Seller in the operation of the Business. Except as set forth on Schedule 3.13(c), the Seller owns or has the right to use, and has the right and power to sell and license, said Intellectual Property, and, (i) neither said Intellectual Property nor the use thereof by the Seller nor any products manufactured, distributed or sold by the Seller, nor the conduct or operation of the Business, infringes upon any patents, trademarks, copyrights or any other intellectual property rights of any Person, (ii) no claims have been asserted by any Person with respect to the Intellectual Property or challenging or questioning the validity of any of the Intellectual Property, (iii) there is no valid basis for any such claim and (iv) there has never been and there is no infringement of any of Intellectual Property by any Person. All licenses for software to which the Seller is a party or which are binding on the Seller are set forth on Schedule 3.13(c) hereof.

Assets and Property. (a) Except for assets disposed of in the Ordinary Course since the date of the MediGuide Latest Balance Sheet, MediGuide owns good and valid title to, or holds pursuant to valid and enforceable leases, all of the personal property shown to be owned or leased by MediGuide on the MediGuide Latest Balance Sheet, free and clear of all Liens (other than Permitted Liens). (b) The tangible assets used in the operation of the Business (i) are adequate for the uses to which they are being put, and (ii) are in good operating condition and repair, subject to normal wear and tear and ordinary, routine maintenance and repair that are not material in cost or nature. (c) The Converting Holders’ Representative has made available to Company (i) the addresses of each parcel of real property that MediGuide leases, subleases, or licenses (each a “Leased Property”), and (ii) copies of all Contracts under which MediGuide leases, subleases, or licenses such Leased Property (each a “Real Property Lease”). Each Real Property Lease is a valid and binding obligation of MediGuide, is in full force and effect, and is enforceable against MediGuide, subject to the Enforceability Exceptions. MediGuide is not in material breach, violation, or default under any Real Property Lease. MediGuide has not leased or otherwise granted to any Person the right to use or occupy any Leased Property or any portion thereof. (d) MediGuide does not own any parcel of real property and is not party to any Contract or option to purchase any real property.

Assets and Property. (a) Except for assets disposed of in the Ordinary Course since the date of CCCI Latest Balance Sheet, CCCI owns good and valid title to, or hold pursuant to valid and enforceable leases, all of the personal property shown to be owned or leased by CCCI on the CCCI Latest Balance Sheet, free and clear of all Liens (other than Permitted Liens). (b) The tangible assets used in the operation of the Business (i) are adequate for the uses to which they are being put, and (ii) are in good operating condition and repair, subject to normal wear and tear and ordinary, routine maintenance and repair that are not material in cost or nature. (c) CCCI has made available to the Company (i) the addresses of each parcel of real property that CCCI leases, subleases, or licenses (each a “CCCI Leased Property”), and (ii) copies of all Contracts under which CCCI leases, subleases, or licenses for such leased property (each a “CCCI Real Property Lease”). Each CCCI Real Property Lease is a valid and binding obligation of CCCI, is in full force and effect, and is enforceable against CCCI, subject to the Enforceability Exceptions. CCCI is not in material breach, violation, or default under any CCCI Real Property Lease. CCCI has not leased or otherwise granted to any Person the right to use or occupy any CCCI Leased Property or any portion thereof. (d) CCCI does not own any parcel of real property and is not party to any Contract or option to purchase any real property.

Assets and Property. (a) Except for assets disposed of in the Ordinary Course since the date of the Constellation Latest Balance Sheet, Constellation owns good and valid title to, or holds pursuant to valid and enforceable leases, all of the personal property shown to be owned or leased by Constellation on the Constellation Latest Balance Sheet, free and clear of all Liens (other than Permitted Liens), except as would not, individually or in the aggregate, be material to Constellation. (b) The tangible assets used in the operation of the Business (i) are adequate for the uses to which they are being put, and (ii) are in good operating condition and repair, subject to normal wear and tear and ordinary, routine maintenance and repair that are not material in cost or nature, except as would not, individually or in the aggregate, be material to Constellation. (c) Constellation has made available to the Company (i) the addresses of each parcel of real property that Constellation leases, subleases, or licenses (each a “Leased Property”), and (ii) copies of all Contracts under which Constellation leases, subleases, or licenses such Leased Property (each a “Real Property Lease”). Each Real Property Lease is a valid and binding obligation of Constellation, is in full force and effect, and is enforceable against Constellation, subject to the Enforceability Exceptions. Constellation is not in material breach, violation, or default under any Real Property Lease. Constellation has not leased or otherwise granted to any Person the right to use or occupy any Leased Property or any portion thereof. (d) Constellation does not own any parcel of real property and is not party to any Contract or option to purchase any real property.

Assets and Property. (a) Except for assets disposed of in the Ordinary Course since the date of the AI Research Latest Balance Sheet, AI Research owns good and valid title to, or holds pursuant to valid and enforceable leases, all of the personal property shown to be owned or leased by AI Research on the AI Research Latest Balance Sheet, free and clear of all Liens (other than Permitted Liens). (b) The tangible assets used in the operation of the Business (i) are adequate for the uses to which they are being put, and (ii) are in good operating condition and repair, subject to normal wear and tear and ordinary, routine maintenance and repair that are not material in cost or nature. (c) The Contributors’ Representative has made available to the Company (i) the addresses of each parcel of real property that AI Research leases, subleases, or licenses (each a “Leased Property”), and (ii) copies of all Contracts under which AI Research leases, subleases, or licenses such Leased Property (each a “Real Property Lease”). Each Real Property Lease is a valid and binding obligation of AI Research, is in full force and effect, and is enforceable against AI Research, subject to the Enforceability Exceptions. AI Research is not in material breach, violation, or default under any Real Property Lease. AI Research has not leased or otherwise granted to any Person the right to use or occupy any Leased Property or any portion thereof. (d) AI Research does not own any parcel of real property and is not party to any Contract or option to purchase any real property.