Common use of Tangible Assets Clause in Contracts

Tangible Assets. The Company and its Subsidiaries own or lease all tangible assets, if any, necessary for the conduct of their respective businesses as presently conducted. Each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice and is in good operating condition and repair, other than where such defects or the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Sources: Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (Crystal River Capital, Inc.), Merger Agreement (Criimi Mae Inc)

Tangible Assets. The Company and its Subsidiaries own or lease all tangible assets, if any, necessary for the conduct of their respective businesses as presently conducted. Each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair and is suitable for the purposes for which it is presently used, other than where such defects or the failures to have been so maintained or to be in such condition and repair defects would not not, individually or in the aggregate reasonably be expected to have a Material Adverse EffectEffect on the Company.

Appears in 3 contracts

Sources: Investment Agreement (Brascan Corp/), Investment Agreement (Criimi Mae Inc), Investment Agreement (Criimi Mae Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and its Subsidiaries own or lease all other tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or purposes for which it presently is used and presently is proposed to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectused.

Appears in 3 contracts

Sources: Stock Purchase Agreement (CHDT Corp), Merger Agreement (Grace Development Inc), Merger Agreement (Grace Development Inc)

Tangible Assets. The Company and its the Company Subsidiaries own or lease all buildings, machinery, equipment, and other tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conductedconducted as of the date of this Agreement. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained substantially in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in purposes for which it is used as of the aggregate reasonably be expected to have a Material Adverse Effectdate of this Agreement.

Appears in 2 contracts

Sources: Purchase and Sale Agreement (Volcom Inc), Purchase and Sale Agreement (Volcom Inc)

Tangible Assets. The Company and its Subsidiaries Debtors own or lease all tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conducted. Each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear) and is suitable for the purposes for which it is presently used, other than where such defects or the failures to have been so maintained or to be in such condition and repair defects would not individually or in the aggregate reasonably be expected to have a Debtor Material Adverse Effect.

Appears in 2 contracts

Sources: Merger Agreement (Mobilemedia Corp), Merger Agreement (Arch Communications Group Inc /De/)

Tangible Assets. The Company and its Subsidiaries Subsidiary own or lease all buildings, machinery, equipment, and other tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conducted. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it presently is used.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Jpe Inc), Merger Agreement (Rainbow Technologies Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and its Subsidiaries own or lease all other tangible assets, if any, assets necessary for the conduct of their respective businesses the business as presently conducted or as proposed to be conducted. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects and is suitable for the purposes for which it is used currently. The Intellectual Property is not subject, also after the completion of the transaction contemplated in this Agreement, to any constraints or the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectlimitations.

Appears in 2 contracts

Sources: Acquisition and Stock Purchase Agreement (Synergy Empire LTD), Acquisition and Stock Purchase Agreement (Synergy Empire LTD)

Tangible Assets. The Company and its Subsidiaries own owns or lease leases all tangible assets, if any, necessary for the conduct of their respective businesses its business as presently conducted. Each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice and is in good operating condition and repairrepair and has been properly maintained (given due account to the age and length of use of same, other than where such defects or ordinary wear and tear excepted) and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it is presently used.

Appears in 1 contract

Sources: Reorganization Agreement (Anchor Glass Container Corp /New)

Tangible Assets. The Each Company owns or leases all buildings , machinery, equipment and its Subsidiaries own or lease all other tangible assets, if any, assets necessary for the conduct of their respective businesses its business as presently conducted. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repair, other than where such defects or repair and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have purposes for which it presently is used. Schedule 5.15 sets forth a Material Adverse Effectlist of all material items of tangible assets of each Company.

Appears in 1 contract

Sources: Stock Purchase Agreement (Spectrasite Holdings Inc)

Tangible Assets. The Company and its Subsidiaries own or lease all --------------- buildings, machinery, equipment, and other tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conducted. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it presently is used.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Therma Wave Inc)

Tangible Assets. The Company and its Subsidiaries own owns or lease leases all tangible assets, if any, assets necessary for the conduct of their respective its businesses as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from material defectsSecurity Interests and defects (patent and latent), has been maintained in accordance with normal industry practice and is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and, is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it presently is used.

Appears in 1 contract

Sources: Stock Purchase Agreement (Wade Cook Financial Corp)

Tangible Assets. The Company and its Subsidiaries Companies own or lease all buildings, machinery, equipment, and other tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conducted. Each To the Seller's knowledge, each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in purposes for which it presently is used. There are no professional appraisals of any material property of the aggregate reasonably be expected to have a Material Adverse EffectCompanies.

Appears in 1 contract

Sources: Purchase Agreement (Manchester Equipment Co Inc)

Tangible Assets. The Company and its Subsidiaries own or lease all buildings, machinery, equipment, and other tangible assets, if any, assets necessary for the conduct of their respective businesses the Business as presently conducted. Each such tangible asset is free from any known material defects, has been maintained in accordance with normal industry practice and practice, is in good normal operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.purposes for which it presently is used. (o)

Appears in 1 contract

Sources: Stock Purchase Agreement (Roper Industries Inc /De/)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and its Subsidiaries own or lease all other tangible assets, if any, assets necessary for the conduct of their respective its businesses as presently conducted. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects and is suitable for the purposes for which it presently is used. A defect shall be deemed "material" if the cost of repair or the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectreplacement exceeds $5,000.

Appears in 1 contract

Sources: Stock Purchase Agreement (National Vision Associates LTD)

Tangible Assets. The Company and its Subsidiaries Each of the Companies own or lease leases all tangible assets, if any, assets necessary for the conduct of their respective businesses business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from material defectsdefects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it presently is used.

Appears in 1 contract

Sources: Equity Purchase Agreement (Marinemax Inc)

Tangible Assets. The Company and its Subsidiaries own owns or lease leases all tangible assets, if any, assets --------------- necessary for the conduct of their respective businesses its business as presently conducted. Each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice and practice, is in good operating condition and repair, other than where such defects repair (subject to normal wear and tear) and is suitable for the purposes for which it presently is used. No asset of the Company (tangible or the failures intangible) is subject to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectany Security Interest.

Appears in 1 contract

Sources: Stock Purchase Agreement (Linkage Solutions Inc)

Tangible Assets. The Company and its Subsidiaries own owns or lease leases all tangible assets, if any, assets necessary for the conduct of their respective its businesses as presently currently conducted. Each such tangible asset is in a good state of maintenance and repair, free from material defects, has been maintained in accordance with normal industry practice defects and is in good operating condition (subject to normal wear and repair, other than where such defects or tear) and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it presently is used.

Appears in 1 contract

Sources: Merger Agreement (Paradigm Genetics Inc)

Tangible Assets. The Company Each of the Acquired Companies owns or has valid leases for all machinery, equipment, and its Subsidiaries own or lease all other tangible assets, if any, necessary for assets used in the conduct of their respective businesses its business as presently conducted. Each such tangible asset is free from all material defects, has been maintained in accordance with normal industry practice practice, and is in good operating condition and repair, other than where repair (subject to normal wear and tear). The tangible assets owned or leased by each of the Acquired Companies are sufficient to conduct such defects or the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectcompany's business as it is currently being conducted.

Appears in 1 contract

Sources: Contribution Agreement (Verint Systems Inc)

Tangible Assets. The Company owns or leases all tangible, real and its Subsidiaries own or lease all tangible assets, if any, personal property and assets necessary for the conduct of their respective businesses its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from material defectssecurity interests and defects (patent and latent), has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject only to normal wear and tear), other than where such defects or and is suitable for the failures purposes for which it presently is used. The assets of the Company include all assets material to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectconduct of the business of the Company as presently conducted.

Appears in 1 contract

Sources: Merger Agreement (Magellan Technology Inc)

Tangible Assets. The Company ▇▇▇▇▇▇ Group and its Subsidiaries own or lease all buildings, machinery, equipment, and other tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice and practice, is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or purposes for which it presently is used and presently is proposed to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectused.

Appears in 1 contract

Sources: Stock Purchase Agreement (Thermo Terratech Inc)

Tangible Assets. The Company Debtor and its Subsidiaries own or lease all tangible assets, if any, assets necessary for the conduct of their respective businesses as presently conducted. Each such material tangible asset is free from material defects, has been maintained in accordance with normal industry practice and practice, is in good operating condition and repair, other than where such defects or repair (subject to normal wear and tear) and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it is presently used.

Appears in 1 contract

Sources: Merger Agreement (Alterra Healthcare Corp)

Tangible Assets. The Company and its Subsidiaries own or lease all buildings, Improvements, machinery, equipment, and other tangible assets, if any, assets necessary for the conduct of their respective businesses business as presently conducted. Each Any such material tangible asset is free from any material defects, has been maintained defects (patent and latent) and in accordance with normal industry practice and all material respects is in good operating condition and repairrepair (subject to normal wear and tear), other than where such defects or and is suitable for the failures to have been so maintained or to be in such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effectpurposes for which it presently is used.

Appears in 1 contract

Sources: Merger Agreement (Argo Tech Corp)