Owned Assets. The Owned Assets (except Excluded Assets) constitute all real, tangible and intangible assets and property used or useful in the operation of the applicable Facilities as they have been operated by the Facility Owners. Sunrise or Manager is the Landlord under all leases and Resident Agreements relating to the applicable Facilities. Sunrise has not pledged or assigned its right with respect to any of the Resident Agreements, except for the collateral assignment thereof as security for the Senior Financing. The Facility Owners will not, as of Closing, own or hold an interest in any property, real or personal, tangible or intangible, except for the Owned Assets.
Owned Assets. All State owned assets, if any, in Consultant’s possession must be promptly returned to Agency when the Services are complete, when the WOC is terminated, or when requested by Agency, whichever occurs first.
Owned Assets. Upon and subject to the terms and conditions provided herein, on the First Closing Date, (i) the Underlying Interest Owners, at the direction of the Joint Venture, will transfer 81% membership or partnership interests in all Facility Owners of the First Closing Facilities other than Sunrise Rochester to Funding or to Subfunding, (ii) Sunrise Rochester will transfer the Rochester Facility by deed to Sunrise New Rochester, (iii) after such transfers, each resulting SPV shall execute with respect to the First Closing Facilities the Lease Documentation as lessor, (iv) the Joint Venture will issue to Investor the Interests in accordance with this Agreement and the Venture Agreement, and (v) Investor will make the "Contribution" (defined below) to the Joint Venture as described in this Agreement. Immediately prior to the First Closing Date with respect to the First Closing Facilities and the Future Closing Date with respect to the Future Closing Facilities, all tangible and intangible assets (except Excluded Assets) used or useful in the operation of the applicable Facilities (the "OWNED ASSETS") as they have been operated by the Facility Owners will be owned by the Facility Owners. The Owned Assets include the following:
Owned Assets. As of the Closing, Transferor shall take such steps as may be necessary so that all tangible and intangible assets, excluding any assets leased or licensed from a third party, used in, and material to, the operation of the Facilities as they are currently being operated by the Facility Owners (as further described below, the “Owned Assets”) will be owned by Newco or the Newco Subsidiaries (as the case may be) free of all Liens, other than Permitted Exceptions. The Owned Assets include the following:
Owned Assets. The Owned Assets (except Excluded Assets) constitute all real, tangible and intangible assets and property used or useful in the operation of the Facilities as they have been operated by the Seller and are now operated by the Facility Owners. Seller is the Landlord under all leases and Resident Agreements relating to the Facilities. The Facility Owners do not own or hold an interest in any property, real or personal, tangible or intangible, except for the Owned Assets.
Owned Assets. As of the Closing, Transferor shall transfer Transferor’s Interest to Transferee (after the Distribution) and cause Pool One LLC to take such steps as may be necessary so that all tangible and intangible assets, excluding any assets leased or licensed from a third party, used in, and material to, the operation of the Capmark Facilities as they are currently being operated by the Capmark Facility Owners will be owned by the Capmark Facility Owners or Pool One LLC (as the case may be), other than Excluded Assets.
Owned Assets. Except as set forth on Section 2.6(a) of the ------------ -------------- Disclosure Schedule, each Company is the true and lawful owner of, and has good and marketable title to, all of the assets used in the Business, free and clear of all liens, claims, charges, encumbrances or adverse claims. The tangible assets used in the Business are, in the aggregate, free from material defects, have been maintained in accordance with normal industry practice, are in good operating condition and repair and are suitable for the purposes for which they currently are used. Section 2.6(a) of the Disclosure Schedule lists (i) all -------------- assets of each Company which are fixed assets (as determined in accordance with generally accepted accounting principles ("GAAP")) having a book value greater than $10,000, indicating the cost, accumulated book depreciation (if any) and the net book value of each such fixed asset as of July 31, 2000, and (ii) all other assets of each Company of a tangible nature (other than inventories) whose book value exceeds $10,000.
Owned Assets. The Company owns and has good title, without Encumbrance, or has the valid right to use to all of the tangible assets currently used by the Company in conjunction with the operation of the Company’s business or located at the Prairie du Chien, Wisconsin facility, excluding land and buildings, which assets are reflected in the 2007 Balance Sheet of the Company (the "Owned Assets"), except (i) as described on Schedule 3.7, and (ii) for the dispositions and acquisition of assets in the Ordinary Course of Business since December 31, 2007.
Owned Assets. As of the Pool One Closing and Pool Two Closing, Transferor shall take such steps as may be necessary so that all tangible and intangible assets, excluding any assets leased or licensed from a third party or listed on Schedule 2.02(g) (“Retained Assets”), used in, and material to, the operation of the Facilities as they are currently being operated by the Pool One Facility Owners and Pool Two Facility Owners, respectively as applicable (as further described below, the “Owned Assets”) will be owned by the Company or the Company Subsidiaries (as the case may be) free of all Liens, other than Permitted Exceptions. The Owned Assets include the following:
Owned Assets. As of the Closing, Sunrise GP and SSLII shall cause Transferor to cause Pool One LLC to take such steps as may be necessary so that all tangible and intangible assets, excluding any assets leased or licensed from a third party, used in, and material to, the operation of the Facilities as they are currently being operated by the Facility Owners (as further described below, the “Owned Assets”) will be owned by the Facility Owners or Pool One LLC (as the case may be) free of all Liens, other than Permitted Exceptions. The Owned Assets include the following:
