Common use of Real Property; Assets Clause in Contracts

Real Property; Assets. Neither the Company nor any Company Subsidiary owns any real property. Section 3.16 of the Company Disclosure Letter sets forth a list, as of the date hereof, of Contracts pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any real property subject to a Company Lease or any portion thereof. Each Company Lease is valid, binding and in full force and effect, subject to the Enforceability Limitations, and no uncured default of a material nature on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conducted, free and clear of all Liens, other than Permitted Liens. The Company or a Company Subsidiary has good and marketable title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than Permitted Liens.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Zoom Video Communications, Inc.)

AutoNDA by SimpleDocs

Real Property; Assets. Neither the Company nor any Company Subsidiary owns any real property. Section 3.16 4.16 of the Company Disclosure Letter sets forth a list, as of the date hereof, of Contracts pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any real property subject to a Company Lease or any portion thereof. Each Company Lease is valid, binding and in full force and effect, subject to the Enforceability Limitations, and no uncured default of a material nature on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conducted, free and clear of all Liens, other than Permitted Liens. The Company or a Company Subsidiary has good and marketable title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than Permitted Liens.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Salesforce Com Inc), Agreement and Plan of Merger (Tableau Software Inc)

Real Property; Assets. Neither the Company nor any Company Subsidiary owns any real property. Section 3.16 4.16 of the Company Disclosure Letter sets forth a list, as of the date hereof, of Contracts any lease, sublease or occupancy agreement for real property that is material to the business of the Company and its Subsidiaries, taken as a whole (“Company Leases”) pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Leases”)property. Neither the Company nor any Company Subsidiary of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy any real property subject to a Company Lease or any material portion thereof. Each Company Lease is valid, binding and in full force and effect, subject to the Enforceability Limitations, and no uncured default of a material nature on the part of the Company or, if applicable, any Company its Subsidiary or, to the knowledge of the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The Company or a Company Subsidiary and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conductedLeases, free and clear of all Liens, other than except for the Permitted Liens. The Company or a Subsidiary of the Company Subsidiary has good and marketable title to, or a valid and binding leasehold or other interest in, all material tangible personal property necessary for the conduct of the business of the Company and the Company its Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than except Permitted Liens.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Expedia, Inc.), Agreement and Plan of Reorganization (Homeaway Inc)

Real Property; Assets. Neither the Company nor any Company Subsidiary owns any real property. Section 3.16 4.16 of the Company Disclosure Letter sets forth a list, as of the date hereof, of Contracts any Contract pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, (other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material material) (such Contracts, “Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any real property subject to a Company Lease or any material portion thereof. Each Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Lease is valid, binding and in full force and effect, subject to the Enforceability Limitations, and no uncured default of a material nature on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The , (ii) the Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conductedLeases, free and clear of all Liens, other than Permitted Liens. The Liens and (iii) the Company or a Company Subsidiary has good and marketable title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than Permitted Liens.

Appears in 1 contract

Samples: Tender and Support Agreement (Salesforce Com Inc)

AutoNDA by SimpleDocs

Real Property; Assets. Neither None of the Company nor any Company Subsidiary Group Companies owns any real property, nor has any Group Company ever owned any real property. Section 3.16 Schedule 3.08 contains a true and complete list of the Company Disclosure Letter sets forth a list, as of the date hereof, of Contracts pursuant to which the Company or any Company Subsidiary all leases, licenses, subleases and occupancy agreements, together with any amendments or occupies any real property that is material to documents made supplemental thereto (the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Real Property Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed with respect to all real property leased, licensed, subleased or otherwise granted any Person used or occupied by the right to use or occupy any real property subject to a Company Lease or any portion thereofGroup Companies (the “Leased Real Property”). Each Company Lease is valid, binding and The Real Property Leases are in full force and effect, and a Group Company holds a valid and existing leasehold interest under each such Real Property Lease, subject to proper authorization and execution of such lease by the Enforceability Limitationsother party and the application of any bankruptcy or creditor’s rights Laws, and no uncured default subject to Permitted Liens. All Leased Real Property is in good operating condition and repair and is suitable for the conduct of a material nature the applicable Group Companies’ business as presently conducted therein. No Group Company would owe any brokerage commissions or finders’ fees if any existing Real Property Leases were renewed pursuant to any renewal options contained in such Real Property Leases. To Seller’s knowledge, all improvements (if any) to be constructed on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect Leased Property pursuant to any Company Real Property Lease have been completed in accordance with and currently satisfy the terms of such Real Property Lease. The Company or a Company Subsidiary has a Group Companies have good and valid title to, or, in the case of leased properties and assets, valid leasehold interest interests in, all of its respective tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Annual Balance Sheet or contractual right to the Interim Balance Sheet or (ii) Permitted Liens. All equipment owned or leased by the Group Companies currently in use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary and held for future use is (i) adequate for the conduct of the business of the Company and the Company Subsidiaries Group Companies as currently conductedconducted and (ii) in good operating condition, free regularly and clear of all Liensproperly maintained, other than Permitted Liens. The Company or a Company Subsidiary has good subject to normal wear and marketable title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than Permitted Lienstear.

Appears in 1 contract

Samples: Share Purchase Agreement (SolarWinds Corp)

Real Property; Assets. Neither the Company nor any Company Subsidiary owns any real property. Section 3.16 of the Company Disclosure Letter sets forth a list, as of the date hereof, of Contracts any Contract pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any real property subject to a Company Lease or any portion thereof. Each Company Lease is valid, binding and in full force and effect, subject to the Enforceability Limitations, and no uncured default of a material nature on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conducted, free and clear of all Liens, other than Permitted Liens. The Company or a Company Subsidiary has good and marketable title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than Permitted Liens.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SALESFORCE.COM, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.