Property; Assets. Seller represents and warrants that the Partnership is the fee simple owner of the real property listed in the legal descriptions in Exhibit A (the “Property”).
Property; Assets. (i) The Disclosure Letter sets forth a complete and accurate list of (i) all of the real property owned by the Company or a Subsidiary (the "Owned Real Property") and (ii) all of the real property leased or subleased by the Company or a Subsidiary from a third party requiring a payment in excess of Fifty Thousand United States Dollars (US$50,000) per year (the "Leased Real Property" and, together with the Owned Real Property, the "Real Property"). The Company or its Subsidiaries have (i) (A) good and marketable title to its interest in the applicable Owned Real Property and (B) a valid leasehold interest in the Leased Real Property as provided in the applicable lease agreements (the "Real Property Leases") and (ii) with respect to any other material property and assets, good and marketable title to its interest in such property and assets, in each case, free and clear of all Liens, except for (A) Liens, encumbrances, defects, exceptions, easements, rights of way, restrictions, covenants, claims or other similar charges listed or identified in the Disclosure Letter with respect to the applicable Real Property and (B) Liens, encumbrances, defects, easements, rights of way, restrictions, covenants, claims or other similar charges, whether or not of record, which do not, individually or in the aggregate, materially impact the use or operation of the Real Property in connection with the Telecommunications Business consistent with the current use thereof.
Property; Assets. You acknowledge and agree that Provider and/or its Third-Party Suppliers own all proprietary rights, including Intellectual Property Rights, in and to the Property Assets. You shall not, directly or indirectly: (i) sell, rent, lease, encumber, host, copy, license, publish, display, distribute, or otherwise transfer or make any Service or Property Assets available to a third party, except as expressly permitted by the Agreement; (ii) disclose any Property Assets to a third party (except for marketing materials that are intended to be distributed); (iii) alter, or permit the alteration of any Property Assets (except for marketing materials that are intended to be distributed);
Property; Assets. (a) Except as set forth on Schedule 4.9(a), the Sellers own, or otherwise have a valid leasehold interest or licenses providing sufficient and legally enforceable rights to use, all of the property and assets necessary or otherwise material to the conduct of the Business. The Sellers have good and marketable (other than with respect to personal property) title to all assets reflected on the Interim Balance Sheet or acquired since the date of the Interim Balance Sheet, free and clear of all Liens, other than immaterial assets disposed of since the Balance Sheet Date in the ordinary course of business consistent with past practice. As of the Closing Date, the Sellers shall have good and marketable (other than with respect to personal property) title to all assets reflected on the Closing Balance Sheet or acquired since the date of the Closing Balance Sheet, free and clear of all Liens, other than immaterial assets disposed of since the Balance Sheet Date in the ordinary course of business consistent with past practice. Such assets are generally in good operating condition and repair (ordinary wear and tear excepted), have been reasonably maintained consistent with standards generally followed in the industry, are suitable for their present uses and, in the case of owned structures, are structurally sound.
Property; Assets. The Acquired Corporations (i) have good and valid title to all property that is reflected in the latest audited financial statements included in the Filed Company SEC Reports as being owned by the Acquired Corporations or acquired after the date thereof (except for property sold or otherwise disposed of in the Ordinary Course of Business since the date thereof), free and clear of all Encumbrances except such imperfections or irregularities of title or Encumbrances as do not affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, in either case in such a manner as to have a Material Adverse Effect on the Acquired Corporations, taken as a whole, and (ii) are collectively the lessee of all property that is reflected as leased in the latest audited financial statements included in the Company SEC Reports (or on the books and records of the Company as of the date thereof) or acquired after the date thereof (except for leases that have expired by their terms) and are in possession of the properties purported to be leased thereunder, and each such lease is valid and in full force and effect without default thereunder by the lessee or, to the Knowledge of the Company, the lessor, other than defaults that would not have a Material EXECUTION COPY Adverse Effect on the Acquired Corporations, taken as a whole. For the avoidance of doubt, the representations and warranties set forth in this Section 2.6 do not apply to Proprietary Rights, which matters are specifically addressed in Section 2.8.
Property; Assets. Parent and its Subsidiaries (i) have good and valid title to all property that is reflected in the latest audited financial statements included in the Parent SEC Reports as being owned by Parent or any of its Subsidiaries or acquired after the date thereof (except for property sold or otherwise disposed of in the Ordinary Course of Business since the date thereof), and (ii) are collectively the lessee of all property which are reflected as leased in the latest audited financial statements included in the Parent SEC Reports (or on the books and records of Parent as of the date thereof) or acquired after the date thereof (except for leases that have expired by their terms) and are in possession of the properties purported to be leased thereunder, and each such lease is valid and in full force and effect without default thereunder by the lessee or, to the Knowledge of Parent, the lessor, other than defaults that would not reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole. For the avoidance of doubt, the representations and warranties set forth in this Section 3.8 do not apply to Proprietary Rights, which matters are specifically addressed in Section 3.9.
Property; Assets. CMI is the legal and beneficial owner of the properties and assets described as being owned by it in the CMI Public Disclosure with good and marketable title thereto free and clear of material encumbrances, except as disclosed in the CMI Public Disclosure, with good and marketable title thereto free and clear of any material covenant, condition or restriction on sale or other disposition, lien, charge, security interest or other encumbrance of any kind or nature whatsoever, except as disclosed in the CMI Public Disclosure. CMI does not own or lease any real property.
Property; Assets. Genterra is the legal and beneficial owner of the properties and assets described as being owned by it in the Genterra Public Disclosure with good and marketable title thereto free and clear of material encumbrances, except as disclosed in the Genterra Public Disclosure, with good and marketable title thereto free and clear of any material covenant, condition or restriction on sale or other disposition, lien, charge, security interest or other encumbrance of any kind or nature whatsoever, except as disclosed in the Genterra Public Disclosure.
Property; Assets. (a) None of the Stock Sale Companies owns any real property. Schedule 3.10 lists all items of personal property owned by the Stock Sale Companies that individually have a book value in excess of $50,000 (collectively, the “Owned Personal Property”) and all items of real property and personal property leased by the Stock Sale Companies subject to a lease with a term in excess of one year or annual payments in excess of $50,000 (the “Leased Real Property” and the “Leased Personal Property,” respectively). Except as set forth in Schedule 3.10, the Stock Sale Companies have legal and valid title to all the Owned Personal Property listed on Schedule 3.10 and valid leasehold interests in the Leased Real Property and the Leased Personal Property listed on Schedule 3.10, in each case, free and clear of all Liens, except as set forth on Schedule 3.10 and except for Permitted Liens. Except as set forth on Schedule 3.10, the Books and Records, the Owned Personal Property, the Leased Real Property and the Leased Personal Property, together with (i) the property to be provided for use by the Stock Sale Companies pursuant to the Transition Services Agreement, (ii) the contractual rights under Contracts and Reinsurances Agreements set forth in Schedule 3.11(a) and (b) and the labor and employment-related Contracts set forth in Schedule 3.12 (b), (c) and (e) and Schedules 3.13(a) and (e), (iii) the Intellectual Property used by or on behalf of the Stock Sale Companies in their respective businesses as currently conducted, (iv) personal property owned by the Stock Sale Companies that have a value less than $50,000 individually, (v) any leased real or personal property subject to a lease with a term less than one year or annual payments of less than $50,000 and (vi) any property used by Genworth or its Affiliates to provide services to the Stock Sale Companies, which Services the Buyer did not elect to receive pursuant to the Transition Services Agreement constitute all of the property necessary to conduct the Stock Sale Business as currently conducted.
Property; Assets. Except for (i) undetermined or inchoate liens, charges or privileges incidental to current construction or current operations of the Business, and statutory liens, charges, adverse claims, security interests, or encumbrances of any nature whatsoever claimed or held by any governmental authority that have not at the time been filed or registered against the title to the assets of the Company or served upon the Company pursuant to the laws that relate to obligations not due or delinquent; (ii) assignments of insurance provided to a landlord (or its mortgagee) pursuant to the terms of the Company's leases and liens or rights reserved in the leases for rent or for compliance with the terms of the leases; (iii) security given in the ordinary course of the Business to any public utility, municipality or government or to any statutory or public authority in connection with the operations of the Business, other than security for borrowed money; and (iv) as disclosed in section 3.1(o) of the Disclosure Letter, the Company has good and marketable title, or leasehold title pursuant to the leases described in section 3.1(o) of the Disclosure Letter, to all properties and assets necessary to the Business as presently conducted by the Company and to all of its properties and assets, free and clear of all liens or encumbrances; provided, however, that the term "properties and assets" for the purposes of this section 3.1(o) shall not include Intellectual Property or Technology, which are addressed in section 3.1(y). All machinery and equipment included in such properties which is necessary to the Business is in good condition and repair except for reasonable wear and tear, and all leases of real or personal property are fully effective and afford the Company peaceful and undisturbed possession of the subject matter of the lease. To the Company' s knowledge, it is not in violation of any zoning that is likely to impede the normal operation of the Business. The Company is not in violation of any material building or safety ordinance, regulation or requirement or other law or regulation applicable to the operation of owned or leased properties that is likely to impede the normal operation of the Business. The Company does not own any real property.
