M&A Boot Camp booklet 2023 - Flipbook - Page 108
(p) the Company has not commenced or settled any Legal Proceeding;
(q) the Company has not entered into any material transaction or taken any other material action outside the ordinary course of
business or inconsistent with its past practices; and
(r) the Company has not agreed or legally committed to take any of the actions referred to in clauses “(c)“ through “(q)“ above.
2.7 Title to Assets.
(a) Good Title. The Company owns, and has good and valid title to, all assets purported to be owned by it, including: (i) all assets
reflected on the balance sheet included in the Company Financial Statements; (ii) all assets referred to in Part 2.10(a) of the Disclosure
Schedule and all of the rights of the Company under the Contracts identified in Part 2.11(a) of the Disclosure Schedule; and (iii) all other
assets reflected in the books and records of the Company as being owned by the Company. All of said assets are owned by the Company
free and clear of any liens or other Encumbrances, except for: (A) any lien for current Taxes not yet due and payable; and (B) minor liens that
have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value of the assets
subject thereto or materially impair the operations of the Company.
(b) Leased Assets. Part 2.7(b) of the Disclosure Schedule identifies all tangible assets that are material to the business of the Company
and that are being leased to the Company for which the annual rental payment for each such asset exceeds $25,000.
2.8 Bank Accounts. Part 2.8 of the Disclosure Schedule provides the following information with respect to each account maintained by or for
the benefit of the Company at any bank or other financial institution: (a) the name of the bank or other financial institution at which such account
is maintained; (b) the account number; (c) the type of account; and (d) the names of all Persons who are authorized to sign checks or other
documents with respect to such account.
2.9 Equipment; Real Property.
(a) Equipment. All material equipment, fixtures and other tangible assets owned by or leased to the Company are reasonably adequate
for the uses to which they are being put, are in good condition and repair (ordinary wear and tear excepted) and are adequate for the conduct
of the Company’s business in the manner in which the business is currently being conducted.
(b) Real Property. The Company does not own any real property or any interest in real property, except for the leasehold created under
the real property leases identified in Part 2.9(b) of the Disclosure Schedule.
2.10 Intellectual Property.
(a) Registered IP. Part 2.10(a) of the Disclosure Schedule accurately identifies: (i) each item of Registered IP in which the Company has
or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person or otherwise); (ii) the jurisdiction in
which such item of Registered IP has been registered or filed and the applicable registration or serial number; and (iii) any other Person that
has an ownership interest in such item of Registered IP and the nature of such ownership interest. The Company has delivered to Parent
complete and accurate copies of all applications, material correspondence with any Governmental Body and other material documents related
to each such item of Registered IP.
18.