Assets and Real Property. (clauses 1.1.1
Assets and Real Property. (a) Except as set forth on Schedule 2.9(a)(i), the Company is the sole owner of all right, title, and interest in and to all assets reflected as being owned by it on the Balance Sheet and all other assets and property, real and personal, tangible and intangible owned, held or used by it, other than (i) any property or assets leased to the Company or (ii) Intellectual Property licensed to the Company (collectively, the “Assets,” and, together with all property or assets leased to the Company (the “Property”)), and, except as set forth on Schedule 2.9(a)(ii), there exists no restriction on the use or transfer of the Property. No Property is in the possession of others and the Company does not hold any property on consignment. The Company has (i) good title to all of the Assets, free and clear of all liens, claims, encumbrances, security interests, charges, pledges, equitable interests or other restrictions or adverse claims of whatever nature, including any restrictions on use, transfer, receipt of income, voting or exercise of any other attribute of ownership, other than (i) mechanics’, materialmen’s, suppliers’ and similar liens as to which the Company is not in default of the underlying obligation, (ii) liens for taxes, assessments, governmental charges and levies that are not yet delinquent or that are being contested in good faith, but only to the extent an adequate reserve has been accrued for such amount as a current liability on the Closing Balance Sheet, (iii) liens arising through or under any landlords of leased real property and (iv) easements, restrictions and other title encumbrances that do not materially interfere with the use of the property (collectively, “Liens”), and (ii) a valid leasehold or subleasehold interest in all of the leased Property or a valid license right to use all of the licensed Property, free and clear of all Liens. Upon the Closing, the Company shall continue to be vested with good title to, or a valid leasehold interest or license right interest in, the Property. Set forth on Schedule 2.9(a)(iii) is a list of all fixed assets of the Company as of the end of the last completed calendar month prior to the date hereof.
Assets and Real Property. 19 2.10 Necessary Property and Transfer of Assets....................... 21 2.11
Assets and Real Property. (a) The assets of Involve constitute all the assets necessary or desirable to conduct Involve's business as currently conducted or as presently proposed to be conducted. Involve owns or leases all of the assets, including all tangible assets and properties, used in the conduct of the Business as currently conducted, reflected on the Balance Sheet or acquired since the date of the Balance Sheet (the "Material Assets"). The Material Assets that are tangible assets are in good operating condition and repair, except for reasonable wear and tear that does not materially affect the use of such asset. Involve has good and marketable title to all Material Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the Involve Financial Statements and except for liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Material Assets to which Involve is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity. The Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to Merger Sub. Included in Schedule 3.8 is a list of all computer equipment, including software, as well as office furniture, owned by Involve.
Assets and Real Property. (a) The assets of Target and Target Sub collectively constitute all the assets necessary or desirable to conduct Target's and Target Sub's business as currently conducted or as presently proposed to be conducted. Either Target or Target Sub owns or leases all of the assets, including all tangible assets and properties, that are used in the conduct of the Business as currently conducted or that are reflected on the Balance Sheet or were acquired since the date of the Balance Sheet (the tangible assets included in such assets the "Material Tangible Assets"). The Material Tangible Assets are in good operating condition and repair, except for reasonable wear and tear that does not materially affect the use of such asset. Target or Target Sub has good and marketable title to all assets reflected on the Balance Sheet (except properties, interests in properties and assets sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the Target Financial Statements and except for liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases or licenses of assets to which Target or Target Sub are a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity. The Disclosure Schedule sets forth a true and correct list of all such leases and licenses, and true and correct copies of all such leases and licenses have been provided to Kintera. Included in Schedule 3.8 is a list of all computer equipment, including software, as well as office furniture, owned by Target or Target Sub.
Assets and Real Property. (a) The assets of Target constitute all the assets necessary or desirable to conduct Target’s business as currently conducted or as presently proposed to be conducted. Target owns or leases all of the assets, including all tangible assets and properties, that are used in the conduct of the Business as currently conducted or that are reflected on the Balance Sheet or were acquired since the date of the Balance Sheet (the tangible assets included in such assets the “Material Tangible Assets”). The Material Tangible Assets are in good operating condition and repair, except for reasonable wear and tear that does not materially affect the use of such asset. Target has good and marketable title to all assets reflected on the Balance Sheet (except properties, interests in properties and assets sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the Target Financial Statements and except for statutory liens and liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases or licenses of assets to which Target is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and general principles of equity. The Disclosure Schedule sets forth a true and correct list of all such leases and licenses, and true and correct copies of all such leases and licenses have been provided to Acquiror. Included in Schedule 3.8 is a list of all computer equipment, including software, as well as office furniture, owned by Target.
Assets and Real Property. (a) Except as set forth on Schedule 2.9(a) and except for any tangible personal property disposed of by the Company or its Subsidiaries, as applicable, in the Ordinary Course of Business since the date of the Balance Sheet, the Company or one of its Subsidiaries is the sole owner of all right, title, and interest in and to all assets reflected as being owned by it on the Balance Sheet and all other assets and property, real and personal owned, held or used by it, other than (i) Company Intellectual Property (which shall be covered by Section 2.14) and (ii) any property or assets leased to the Company or its Subsidiaries (collectively the “Assets,”) and together with all Company Intellectual Property and property or assets leased to the Company or its Subsidiaries (the “Property” )), and, except as set forth on Schedule 2.9(a), there exists no restriction on the use or transfer of the Property, other than Company Intellectual Property (which shall be covered by Section 2.14). Except as set forth on Schedule 2.9(a), no Property, other than Company Intellectual Property (which shall be covered by Section 2.14), is in the possession of others and neither the Company nor any of its Subsidiaries holds any property on consignment. The Company and its Subsidiaries have (i) good and indefeasible title to all of the Assets, free and clear of all Liens, and (ii) a valid leasehold interest in all of the leased Property or a valid license right to use all of the licensed Property, other than Company Intellectual Property (which shall be covered by Section 2.14), free and clear of all Liens. Upon the Closing, the Company and its Subsidiaries shall continue to be vested with good and indefeasible title to, or a valid leasehold interest or license right interest in the Property, other than Company Intellectual Property (which shall be covered by Section 2.14).
Assets and Real Property. The Sentio Parties and their Subsidiaries have good and marketable title to all of their respective real and personal property (including, without limitation, mortgaged assets), free of any Liens, except for those (i) indicated in the Commission Documents, (ii) that secure liabilities that are part of the consolidated liabilities of the Company as reflected in the Company’s financial statements included in the Commission Documents or (iii) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Sentio Parties and their Subsidiaries has valid and enforceable leasehold interests in all of its respective real and personal property (including, without limitation, mortgaged assets) referred to in the Commission Documents as being leased by them, free of any Liens, except for those (i) indicated in the Commission Documents, (ii) that secure liabilities that are part of the consolidated liabilities of the Company as reflected in the Company’s financial statements included in the Commission Documents or (iii) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Company, no Person has any possessory interest in any space situated on or in any real property owned, leased or subleased by the Sentio Parties or any of their respective Subsidiaries other than pursuant to the Ground Leases, the Leases and the Resident Agreements. All Ground Leases, Material Leases, Leases over 2,000 square feet and, to the Knowledge of the Company, all Leases under 2,000 square feet, to which the Sentio Parties or their respective Subsidiaries are a party are valid and subsisting and in full force and effect and are legally enforceable against the respective parties thereto and none of the Sentio Parties nor any of their respective Subsidiaries has advised any, Landlord, Tenant or Manager of its intent to terminate any Ground Lease or Lease. To the Knowledge of the Company, none of the Sentio Parties nor any Affiliate of the Company or the Partnership is aware of any default nor has given or received any notice claiming the existence of any default under (i) any Ground Lease or Material Lease, which default remains uncured, or (ii) under any Lease that is not a Material Lease, which (a) remains uncured and (b) individually or in the aggregate, would have a material adverse effect on the real property subject to such Lease. Each of the Sentio Parti...
Assets and Real Property. (a) Except as set forth on Schedule 3.9(a), the Company is the sole owner of all right, title, and interest in and to all assets reflected on the Balance Sheet (the "Assets") and all other assets and property, real and personal, tangible and intangible, owned or leased by the Company (collectively, and together with the Assets, the "Property"), and there exists no restriction on the use or transfer of the Property. No Property is in the possession of others and the Company holds no property on consignment. The Company has good and marketable, valid or indefeasible title to, or a valid leasehold interest in, all Property, free and clear of all Liens, other than Permitted Liens. Upon the Closing, good and marketable, valid or indefeasible title to the Property shall continue to be vested in the Company free and clear of all Liens, other than Permitted Liens.
Assets and Real Property. (a) Except as set forth on Schedule 2.9(a), the Company or one of its Subsidiaries is the owner of all right, title, and interest in and to all assets reflected as being owned by it on the Balance Sheet and all other material assets and property, real and personal, tangible and intangible, owned or used by it in the operation of the business, other than (i) any property or assets leased to the Company or its Subsidiaries or (ii) Intellectual Property licensed to the Company or its Subsidiaries (collectively, the “Assets,” and together with (1) all property or assets leased to the Company or its Subsidiaries and (2) Intellectual Property licensed to the Company or its Subsidiaries, the “Property”). The Company and its Subsidiaries have (A) good and marketable title to all of the Assets, free and clear of all Liens, and (B) a valid leasehold interest in all of the leased Property or a valid license right to use all of the licensed Property, free and clear of all Liens. Upon and immediately following the Closing, each of the Company and its Subsidiaries shall continue to be vested with good title to, or a valid leasehold interest or license right interest in, its Property.
