21Tangible Personal Property Clause Samples

21Tangible Personal Property. The Company is in possession of and has good title to, or has valid leasehold interests in or valid rights under Contract to use, all material tangible personal property necessary for the operation of the Company’s business, including all tangible personal property reflected on the balance sheet included in the Financial Statements and tangible personal property acquired since the date of the Interim Financial Statements (other than property disposed of since such date in the Ordinary Course of Business). Such tangible personal property is in reasonably serviceable condition (subject to normal wear and tear) and is free and clear of all Liens, other than Permitted Encumbrances, and its use complies in all material respects with all applicable Laws, including all Gaming Laws. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Company are (a) to Seller’s knowledge, structurally sound, (b) in good operating condition and repair (ordinary wear and tear excepted), and (c) adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs. After giving effect to the transactions contemplated by this Agreement, the tangible personal property owned by the Company, together with the Real Property, (x) will be sufficient for the continued conduct of the business of the Company immediately after the Closing in substantially the same manner as currently conducted and (y) constitute in all material respects all of the properties, assets and rights, tangible and intangible, necessary to conduct the business of the Company immediately following the Closing in substantially the same manner as currently conducted. Neither Seller nor any of its Affiliates (other than the Company) own, lease or have possession of any Contracts, buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles or other items of tangible personal property necessary for the Company to continue to conduct the Company’s business after the Closing in substantially the same manner as currently conducted.