Properties and Assets of the Company Sample Clauses

Properties and Assets of the Company. The Company and its Subsidiaries owns or otherwise has the right to use all of the Company Assets. Upon consummation of the transactions contemplated by this Agreement, the Surviving Corporation will have good and marketable title to the Company Assets, free and clear of all Liens, except for Permitted Liens. The Company Assets are sufficient in all material respects to permit the Surviving Corporation to carry on the Business as presently conducted by the Company and its Subsidiaries.
Sample 1
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Properties and Assets of the Company. The Company owns or otherwise has the right to use all of the Transferred Assets. Upon consummation of the transactions contemplated by this Agreement, the Purchaser will have good and marketable title to or the right to use the Transferred Assets that are currently owned by the Company, free and clear of all Liens, except for Permitted Liens, and, with respect to all other Transferred Assets, it has good and valid licenses to such Transferred Assets or other lawful rights to use such Transferred Assets. To the knowledge of the Company, the Transferred Assets are sufficient in all material respects to permit the Purchaser to carry on the Business as presently conducted by the Company.
Sample 1
Properties and Assets of the Company. Upon consummation of the transactions contemplated by this Agreement the Buyer will acquire good and marketable title to the Acquired Assets, free and clear of all mortgages, security interests, claims, equities, liens, charges, imperfections of title, encroachments, encumbrances, leases, shares, easements, rights-of-way, squatters' rights, covenants, purchase or sales options, conditions and restrictions (collectively, "Encumbrances"), except for Permitted Encumbrances; provided, that, notwithstanding any other provision of this Agreement or any deed delivered in connection with this Agreement, the Company does not warrant title to mineral rights, oil, gas or other hydrocarbon substance rights or water rights except as set forth in SECTIONS 4.6.1(j) and 4.6.1(k).
Sample 1
Properties and Assets of the Company. The Company and its Subsidiary Corporations owns or otherwise has the right to use all of the properties and assets, real and personal, tangible and intangible, now owned or used in the operation of their businesses. The Acquired Assets are all of the assets used in the operations of their businesses and, are all of the assets necessary for Buyer to continue and operate after the Closing Date in the manner that the Business is presently operated by Sellers. Upon consummation of the Transactions, the Buyer will acquire good and marketable title to the Acquired Assets.
Sample 1
Properties and Assets of the Company. The Company and its Subsidiaries owns or otherwise has the right to use all of the Company Assets. Upon consummation of the transactions contemplated by this Agreement, the Company and its Subsidiaries, as applicable, will have good and marketable title to the Company Assets, free and clear of all Liens, except for Permitted Liens. The Company Assets are sufficient in all material respects to permit the Company and its Subsidiaries following the Closing to carry on the Business of the Company as presently conducted by the Company and its Subsidiaries on the date hereof.
Sample 1
Properties and Assets of the Company. The Company owns or otherwise has the right to use all of the Company Assets. Upon consummation of the transactions contemplated by this Agreement, the Surviving Corporation will have good and marketable title to or the right to use the Company Assets that are currently owned by the Company, free and clear of all Liens, except for Permitted Liens, and with respect to all other Company Assets it has good and valid licenses to such Company Assets or other lawful rights to use such Company Assets. To the knowledge of the Company, the Company Assets are sufficient in all material respects to permit the Merger Sub to carry on the Business as presently conducted by the Company.
Sample 1
Properties and Assets of the Company 
Sample 1
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Related to Properties and Assets of the Company

  • Properties and Assets Section 3.17 of the Empire Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire and its Subsidiaries; (ii) each real property lease, sublease or installment purchase arrangement to which Empire or any of its Subsidiaries is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire or any of its Subsidiaries is a party; and (iv) all items of Empire's or any of its Subsidiaries' tangible personal property and equipment with a net book value of $10,000 or more or having any annual lease payment of $10,000 or more. Except for (a) items reflected in Empire's consolidated financial statements as of December 31, 2001 referred to in Section 3.6 hereof, (b) exceptions to title that do not interfere materially with Empire's or any of its Subsidiaries' use and enjoyment of owned or leased real property (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against, (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 2001, and (e) items listed in Section 3.17 of the Empire Disclosure Schedule, Empire and its Subsidiaries have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. Empire and its Subsidiaries, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them. All properties and assets used by Empire and its Subsidiaries are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge of Empire, comply in all material respects with all Laws relating thereto now in effect. Empire and its Subsidiaries enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire or any of its Subsidiaries is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire nor any of its Subsidiaries is in material default with respect to any such lease, and there has occurred no default by Empire or any of its Subsidiaries or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of Empire, there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire or any of its Subsidiaries of any of the property owned, leased, or occupied by them.

  • Title to Properties and Assets Each Group Company has good and marketable title to all respective properties and assets, in each case such property and assets are subject to no Liens. With respect to the property and assets it leases, each Group Company is in compliance with such leases and holds valid leasehold interests in such assets free of any Liens.

  • Title to Properties and Assets; Liens The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) liens for current taxes not yet due and payable; (b) liens imposed by law and incurred in the ordinary course of business for obligations not past due; (c) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation; and (d) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject thereto, and which have not arisen otherwise than in the ordinary course of business of the Company. With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances.

  • Property and Assets The Company has good title to all of its material properties and assets, including all properties and assets reflected in the Balance Sheet, except those disposed of since the date thereof in the ordinary course of business, and none of such properties or assets is subject to any mortgage, pledge, lien, security interest, lease, charge or encumbrance other than those the material terms of which are described in Section 3.12 of the Disclosure Schedule.

  • Title to Properties and Assets; Liens, Etc Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:

  • Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens (including, without limitation, liens for Taxes), encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it or a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that could reasonably be expected to have a Material Adverse Effect.

  • Property of the Company (i) Except as otherwise provided herein, all lists, records and other non-personal documents or papers (and all copies thereof) relating to the Company and/or any of its subsidiaries or divisions, including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of the Employee, or made available to the Employee, are and shall be the property of the Company, and shall be delivered to the Company on the date of termination of the Employee's employment with the Company, or sooner upon request of the Company at any time or from time to time.

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

  • Net Tangible Assets Acquiror shall have at least five million one dollars ($5,000,001) of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the Offer.

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