Assets; Properties Clause Samples
The 'Assets; Properties' clause defines and governs the ownership, use, and status of assets and properties relevant to the agreement. It typically outlines which assets are included or excluded, how they are to be transferred or maintained, and any warranties or representations regarding their condition or title. For example, in a business sale, this clause would specify which equipment, intellectual property, or real estate are part of the transaction. Its core function is to ensure clarity and prevent disputes by clearly identifying the assets involved and the parties' respective rights and obligations concerning them.
Assets; Properties. (a) Except as set forth on Schedule 4.08(a), the Company and the Sold Subsidiaries own good title to, or hold pursuant to valid and enforceable leases, and as of Closing, Newco, the Company and the Sold Subsidiaries will own good title to, or hold pursuant to valid and enforceable leases, all of the material personal property used in or necessary for the operation of the Businesses as currently conducted, free and clear of all Liens, except for Permitted Liens, and except for inventory and obsolete personal property disposed of by the Company, Newco and the Sold Subsidiaries in the ordinary course of business consistent with past practices since the date of the Latest Balance Sheet (and with respect to which any necessary replacement personal property has been obtained). All such material personal property, taken as a whole, has been maintained in accordance with industry practices, is in good operating condition (subject to normal wear and tear given the use and age of such property) and is usable in the ordinary course of business consistent with the past practices of the Company, Newco and the Sold Subsidiaries.
(b) The real property listed on Schedule 4.08(b) constitutes all of the real property leased, subleased, licensed or otherwise used or occupied under grant of any contractual right, written or oral, by the Company, Newco and the Sold Subsidiaries (together with all land, buildings, structures, improvements, fixtures and other interests in real property, and all easements, rights of way and other appurtenances thereunto belonging or appertaining, and all rights and privileges under the Leases related thereto, the "Leased Real Property"). Schedule 4.08(b) also sets forth a list of all leases, subleases, licenses and other agreements pursuant to which the Company, Newco or any of the Sold Subsidiaries holds any Leased Real Property (collectively, including all amendments or modifications thereto, the "Leases"). Except as set forth on Schedule 4.08(b), the Leases are in full force and effect, and the Company, Newco or a Sold Subsidiary holds a valid and existing leasehold interest under each such Lease, subject to proper authorization and execution of such Lease by the other party thereto and the application of any bankruptcy or creditor's rights Laws. Except as set forth on Schedule 4.08(b), Seller has delivered or made available to Buyer complete and accurate copies of each of the Leases, and none of such Leases has been modified or amended in any...
Assets; Properties. Except as disclosed herein or as would individually or in the aggregate not have a Material Adverse Effect, the Sellers represent as follows:
Assets; Properties. (a) Other than the material tangible assets and material services (i) used or provided by the Seller’s internal business support and general and administrative functions, such as, but not limited to, legal, sales, finance, human resources, information technology, manufacturing, process engineering and back end operations, (ii) used or provided by the Seller under the Transition Services Agreement, or (iii) included in the Excluded Assets, the Transferred Assets, when taken together with the Purchaser’s rights under the other Ancillary Agreements, constitute all of the material tangible assets and material services of the Seller and its Affiliates primarily used in, primarily related to or necessary to conduct the Business as currently conducted.
(b) As of the date hereof, no Transferred Asset is owned by any entity other than the Seller or the relevant Seller Affiliate. As of the Closing Date, no Transferred Asset will be owned by any entity other than the Seller (or in the case of any Local Purchase Agreement, the relevant Seller Affiliate).
Assets; Properties. (a) The Company or a Company Subsidiary has good, valid and marketable title to all of the movable and personal property shown on or reflected in the Interim Balance Sheet and thereafter acquired, free and clear of all Encumbrances, except for Permitted Encumbrances and except for movable and personal property disposed of in the ordinary course of business consistent with past practice since the date of the Interim Balance Sheet. The Company or a Company Subsidiary owns, leases or has the legal right to use all the material properties and assets, including the Leases, the Company Permits, the Material Contracts and the Licenses, used or currently intended to be used by the Company or a Company Subsidiary in the conduct of their business, and such properties, assets and rights constitute all the properties, assets and rights as are necessary to conduct the business of the Company and the Company Subsidiaries as conducted or currently intended to be conducted. The properties and assets of the Company and the Company Subsidiaries have been maintained in accordance with good business practice, except where the failure to do so would not have a Company Material Adverse Effect.
Assets; Properties. The Borrower has entered into a deferred terms agreement with Rolls Royce Power Ventures for the acquisition of power generation equipment as part of the Power Contract. The agreement is an instalment sale agreement and the Borrower only obtains title to the power generation equipment on payment of the final payment. The Borrower will, however, capitalise the instalment sale agreement in its books and account for future payments as debt.
Assets; Properties. (a) Except as set forth on Schedule 4.18, the Company owns good title to, or holds pursuant to valid and enforceable leases, all of the personal property shown to be owned or leased by it on the Latest Balance Sheet, free and clear of all Liens, except for Permitted Liens, and except for assets disposed of by the Company in the ordinary course of business consistent with past practices since the date of the Latest Balance Sheet. All such personal property is in good condition and repair (ordinary wear and tear excepted) in all material respects and fit for use in the ordinary course of business.
(b) Neither the Company nor its Subsidiaries own any real property. The real property demised by the leases described on Schedule 4.18 (the “Leased Real Property”) constitutes all of the real property leased by the Company and its Subsidiaries. Except as set forth on Schedule 4.18, the Leased Real Property leases are in full force and effect, and the Company or a Subsidiary of the Company holds a valid and existing leasehold interest under each such lease. The Company has delivered or made available to Parent copies of each of the leases described on Schedule 4.18, and none of such leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Parent. Neither the Company nor any of its Subsidiaries is in default in any material respect under any of such leases.
Assets; Properties. The Sole Stockholder owns no assets other than its interest in Centennial Bank and proceeds thereof and neither conducts nor has conducted any business or operations other than with respect to its ownership interest in Centennial Bank. Sole Stockholder does not own and has never owned any real property and is not a party to any lease of real property.
Assets; Properties. (a) No Group Company owns or has ever owned any real property. Schedule 4.20(a) sets forth (whether as lessee or lessor) a list of all leases, licenses, subleases and occupancy agreements, including all amendments, modifications, supplements thereto and any applicable estoppel certificates and subordination, non-disturbance and attornment agreements executed in connection therewith (each a “Material Lease”) of real property to which any Group Company is a party or by which any of them is bound, in each case, as of the date of this Agreement. The applicable Group Company holds a valid and existing leasehold interest under each such Material Lease, free and clear of any Liens except Permitted Liens. The real property subject to the Material Leases is the only real property or interest in real property used or held for use in the operation of the business of the Group Companies. Each Material Lease is in full force and effect, valid and binding on the Group Company party thereto, enforceable in accordance with its terms, and, to the Company’s Knowledge, each other party thereto in accordance with its terms, subject in each case to proper authorization and execution of such Material Lease by the other party thereto and subject to the Bankruptcy and Equity Exception. The Closing of the Merger and the consummation of the transactions contemplated hereby will not affect the enforceability against any Person of any Material Lease or any rights of the Group Companies thereunder, including the right to the continued use and possession of the real property subject to each Material Lease. The Company has delivered to Acquiror accurate and complete copies of each Material Lease, in each case, as amended or otherwise modified and in effect as of the date hereof. During the past three (3) years, (i) no Group Company has received written notice of any default, acceleration of performance or notice of termination under any Material Lease, and to the Company’s Knowledge, no event has occurred or condition exists that constitutes, or after notice or lapse of time or both would constitute, the same and (ii) no Group Company has delivered written notice of any default thereunder.
(b) With respect to each Material Lease: (i) each Group Company’s possession and quiet enjoyment of the real property leased or used under such Material Lease has not been disturbed and such Group Company is not currently in a dispute with the applicable landlord or licensor with respect to such Mater...
Assets; Properties