Title to and Conditions of Assets Sample Clauses

Title to and Conditions of Assets. Advanced is the sole legal and beneficial owner of the personal property used in operating its business, including all personal property reflected in the Advanced Financial Statements, and all such personal property is owned by Advanced free and clear of all liens, security interests, charges and encumbrances, except as disclosed in the Advanced Financial Statements or Exhibit 3.20(a) attached hereto. Advanced owns no real property, but is in lawful possession of the real estate it leases. Advanced is in material compliance with respect to all leases of real estate entered into for the conduct of its business. All equipment owned or leased by Advanced performs the respective functions they are supposed to perform and are in good working order, ordinary wear and tear accepted. The inventory of Advanced is, in the aggregate, of a quality and quantity customarily used in the ordinary course of business. All trademarks, service marks, trade names, inventions, patents, processes, copyrights and applications therefor, registered or at common law (collectively, the "Intellectual Property") owned or used by Advanced are listed and described in Exhibit 3.20(b) attached hereto. Advanced is the sole legal and beneficial owner of such Intellectual Property. No proceedings have been instituted or pending or, to the knowledge of Advanced, threatened which challenge the validity of the ownership or use by Advanced of any such Intellectual Property. Advanced has not licensed a third party to use any such Intellectual Property, and Advanced has no knowledge of the unlawful use or infringement of any such Intellectual Property by any other person. Advanced possesses adequate and enforceable licences to use all Intellectual Property currently used but not owned by Advanced.
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Title to and Conditions of Assets. Dynamic is the sole legal and beneficial owners of the personal property used in operating its business, including all personal property reflected in the Dynamic Financial Statements, and all such personal property is owned by Dynamic free and clear of all liens, security interests, charges and encumbrances, except as noted in Exhibit 5.19(a) attached hereto. Dynamic owns no real property, but is in lawful possession of the real estate it leases. Dynamic is in material compliance with respect to all leases of real estate entered into for the conduct of its business. All equipment owned or leased Dynamic performs the respective functions they are supposed to perform and are in good working order, ordinary wear and tear accepted. The inventory of Dynamic is, in aggregate, of a quality and quantity customarily used in the ordinary course of business. All Intellectual Property owned or used by Dynamic is listed and described in Exhibit 5.19(b) attached hereto. Dynamic is the sole legal and beneficial owner of such Intellectual Property. No proceedings have been instituted or pending or, to the knowledge of Dynamic, threatened which challenge the validity of the ownership or use by Dynamic of any such Intellectual Property. Dynamic has not licensed a third party to use any such Intellectual Property, and Dynamic has no knowledge of the unlawful use or infringement of any such Intellectual Property by any other person. Dynamic possesses adequate and enforceable licences to use all Intellectual Property currently used but not owned by Dynamic.
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Title to and Conditions of Assets. XXXXXXXXX.XXX is the sole legal and --------------------------------- beneficial owner of the personal property used in operating its business, including all personal property reflected in the XXXXXXXXX.XXX Financial Statements. All such personal property is owned by XXXXXXXXX.XXX free and clear of all liens, security interests, charges and encumbrances, except as disclosed in the XXXXXXXXX.XXX Financial Statements.
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Title to and Conditions of Assets. Except for property sold since the date of the Interim Management Financial Statements in the ordinary course of business consistent with past practices, the Company owns good title to, or hold a valid leasehold interest in, all the personal properties and assets used in the conduct of the business, free and clear of all Encumbrances, except for (i) Permitted Encumbrances, (ii) Encumbrances disclosed in the Interim Management Financial Statements and (iii) Encumbrances set forth on Schedule 4.10. The material items of tangible personal property owned or leased by the Company, taken as a whole, are in good working order and good condition for their age and intended use, have been reasonably maintained, ordinary wear and tear excepted. The property and assets owned or leased by the Company, or which the Company otherwise has the right to use, are sufficient for the conduct of the business as currently conducted, except for Retained Assets which are immaterial to the conduct of the business.
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Title to and Conditions of Assets. (a) Schedule 5.9(a) contains a list, as of the date hereof, of all real property leased by the Company and its Subsidiaries (the “Real Property Leases”). Except as set forth on Schedule 5.9(a), the Company or its Subsidiaries have a valid leasehold estate in all real property subject to Real Property Leases (the “Leased Real Property”), free and clear of all Encumbrances, other than Permitted Encumbrances and any such exceptions that would not, individually or in the aggregate, have or reasonably be expected to adversely affect the use of such Leased Real Property in any material respect as such property is used as of the date hereof. Neither the Company nor any of its Subsidiaries owns any real property. The Company has good, marketable and valid leasehold interests under the Real Property Leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Legal Requirements affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and the Company have not given or received any written notice of any default and to the Knowledge of Company, no other party is in default thereof, and no party of the Real Property Leases has exercised any termination rights with respect thereto. The Company has delivered to Buyer true and complete copies of the Real Property Leases.
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Title to and Conditions of Assets. XXXX.XXX is the sole legal and beneficial owner of the personal property used in operating its business, including (i) all personal property reflected in the XXXX.XXX Financial Statements; and (ii) all personal property acquired pursuant to the UWantCash Agreement. All such personal property is owned by XXXX.XXX free and clear of all liens, security interests, charges and encumbrances, except as disclosed in the XXXX.XXX Financial Statements. XXXX.XXX owns no real property, but is in lawful possession of the real estate it leases. XXXX.XXX is in material compliance with respect to all leases of real estate entered into for the conduct of its business. All equipment owned or leased by XXXX.XXX performs the respective functions they are supposed to perform and are in good working order, ordinary wear and tear accepted. The inventory of XXXX.XXX is, in the aggregate, of a quality and quantity customarily used in the ordinary course of business. All URL addresses, trademarks, service marks, trade names, inventions, patents, processes, copyrights and applications therefore, registered or at common law (collectively, the "Intellectual Property") used by XXXX.XXX in its business are owned by XXXX.XXX as the sole legal and beneficial owner of such Intellectual Property. No proceedings have been instituted or pending or, to the knowledge of XXXX.XXX, threatened which challenge the validity of the ownership or use by XXXX.XXX of any such Intellectual Property. XXXX.XXX has not licensed any third party to use any such Intellectual Property, and XXXX.XXX has no knowledge of the unlawful use or infringement of any such Intellectual Property by any other person.
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Related to Title to and Conditions of Assets

  • Dispositions of Assets Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the gross assets of SpinCo, nor shall SpinCo or any member of the SpinCo Group sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the consolidated gross assets of the SpinCo Group. The foregoing sentence shall not apply to sales, transfers, or dispositions of assets in the ordinary course of business. The percentages of gross assets or consolidated gross assets of SpinCo or the SpinCo Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of SpinCo and the members of the SpinCo Group as of the Distribution Date. For purposes of this Section 4(b)(v), a merger of SpinCo or one of its Subsidiaries with and into any Person shall constitute a disposition of all of the assets of SpinCo or such Subsidiary.

  • Conditions of U S. Underwriters' Obligations. The obligations of the several U.S. Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

  • Dispositions of Equipment No Borrower shall sell, lease or otherwise dispose of any Equipment, without the prior written consent of Agent, other than (a) a Permitted Asset Disposition; and (b) replacement of Equipment that is worn, damaged or obsolete with Equipment of like function and value, if the replacement Equipment is acquired substantially contemporaneously with such disposition and is free of Liens.

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Conditions of Use Under the present Software License, the Licensee shall: • maintain the Software and the relating documentation in good working condition, in order to ensure the correct operation thereof; • use the Software in accordance with such documentation and the User Guide, and ensure that the staff using the Software has received the appropriate training; • use the Software exclusively in the technical environment defined in the applicable User Guide, except as otherwise agreed in writing between the parties (subject to said agreement, decompilation may be exceptionally agreed to by the Licensor in order for the Licensee to obtain the necessary information to enable the Software to function in another technical environment); • use the Software for its own internal needs and on its network only, when technically possible, and exclusively on the machine referenced and the site declared; • not alter, reverse engineer, modify or adapt the Software, nor integrate all or part of the Software in any manner whatsoever into another software product; • when the source code is provided to the Licensee, the Licensee shall have the right to study and test the Software, under conditions to be expressly specified by the Licensor, but in no event shall the Licensee have the right to correct, modify or translate the Software; AVA - A320 Family PA AMENDED AND RESTATED • not correct the Software, except that such correction right may exceptionally be granted to the Licensee by the Licensor in writing • not translate, disassemble or decompile the Software, nor create a software product derived from the Software; • not attempt to or authorize a third party to discover or re-write the Software source codes in any manner whatsoever; • not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights provided in the Software by the Licensor; • not pledge, sell, distribute, grant, sub-license, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization of the Software, whether in whole or in part, for the benefit of a third party; • not permit any third party to use the Software in any manner, including but not limited to, any outsourcing, loan, commercialization of the Software or commercialization by merging the Software into another software or adapting the Software, without prior written consent from the Licensor. The Licensor shall be entitled, subject to providing reasonable prior written notice thereof to the Licensee, to come and verify in the Licensee’s facilities whether the conditions specified in the present Software License are respected. This shall not however engage the responsibility of the Licensor in any way whatsoever.

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions of Sale The obligation of the Company to sell the Securities to be sold at the Closing is subject to satisfaction or waiver of each of the following conditions precedent:

  • Representations of BISYS BISYS represents and warrants that: (a) BISYS has been in, and shall continue to be in, substantial compliance with all provisions of law, including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required in connection with the performance of its duties under this Agreement; and (b) the various procedures and systems which BISYS has implemented with regard to safekeeping from loss or damage attributable to fire, theft or any other cause of the blank checks, records, and other data of the Trust and BISYS' records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are required for the secure performance of its obligations hereunder.

  • Representations of Company (a) Company represents and warrants that the Variable Accounts have been established and are in good standing under the laws of their state of organization; and the Variable Accounts have been registered as unit investment trusts under the 1940 Act and will remain so registered, or are exempt from registration pursuant to Section 3(c)(11) of the 1940 Act;

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is further subject to satisfaction or waiver of the following conditions:

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