Adequacy of Acquired Assets. The Acquired Assets include all rights, --------------------------- properties, interests in properties, and assets necessary to permit Purchaser to carry on the Business as presently conducted by Seller.
Adequacy of Acquired Assets. The Acquired Assets are reasonably adequate to conduct the Business on substantially the same basis as currently conducted by the Sellers, assuming, however, that the Buyer provides the necessary managerial, administrative and accounting personnel and systems to oversee and administer the operation of the Business.
Adequacy of Acquired Assets. Seller has good and marketable title to all of the Acquired Assets, and the Acquired Assets are, or will be, upon consummation of the transactions contemplated by this Agreement, free and clear of all Liens (other than Liens related to the Assumed Liabilities). The Acquired Assets include all assets and properties of Seller of every kind and description, personal or mixed, tangible or intangible, the use of which is reasonably necessary to enable Purchaser to conduct the Business as it has been conducted by Seller prior to the date hereof and prior to the Closing Date. There are no assets which are used in the Business which are owned by the Shareholders. All of the Acquired Assets are in good operating condition and in a state of reasonable maintenance and repair. There are no unpaid liabilities, claims or obligations arising from the ownership, use or operation of the Acquired Assets or the Business which could give rise to any mechanic's, materialman's or other statutory Lien against any of the Acquired Assets for which Purchaser could be held responsible.
Adequacy of Acquired Assets. 26 5.21 Title to Assets..................................................... 26 5.22 Correctness of Representations...................................... 26
Adequacy of Acquired Assets. The Acquired Assets include all rights, properties, interests in properties, and assets necessary to permit Purchaser to carry on the business of the design, manufacture and production of building wire at and upon the Real Property and all Equipment necessary for such purpose at the Plano Wire Mill Facility. Except as disclosed on SCHEDULE 5.6 of the Disclosure Letter, (a) the Equipment, Furniture and Fixtures and the improvements on the Real Property are individually and in the aggregate in good condition and state of repair, reasonable wear and tear and normal depreciation excepted, and (b) neither Seller nor the Shareholders have any reason to reasonably anticipate, nor have any of such persons received any written notice from its representatives, that capital expenditures of greater than an aggregate of $25,000 will be required within twelve (12) months after the Closing Date to repair or replace any of such assets, other than non-capital expenditures for routine, preventative or remedial maintenance in the ordinary course of business and capital expenditures consistent in amount with past annually budgeted capital expenditures.
Adequacy of Acquired Assets. Seller has good and marketable title to all of the Acquired Assets and the Acquired Assets are, or will be, upon consummation of the transactions contemplated by this Agreement on the Closing Date, free and clear of all Liens. The Acquired Assets include all assets and properties of Seller of every kind and description, personal or mixed, tangible or intangible, the use of which is reasonably necessary to enable Purchaser to conduct the Business as it has been conducted by Seller prior to the date hereof and all such property is in good operating condition and in a state of reasonable maintenance and repair. There are no unpaid liabilities, claims or obligations arising from the ownership, use or operation of the Acquired Assets or the Business which could give rise to any mechanic's, materialman's or other statutory lien against the Acquired Assets, or for which Purchaser could be held responsible. All industrial modular cooling towers included in the Rental Equipment are capable of performing at the capacity levels defined in this Section 4.06. For the purposes of defining capacity, one (1) nominal ton equals fifteen thousand (15,000) British Thermal Units (BTU) per hour. The modular cooling tower rental fleet units are constructed in 6'x6' modules where each module is rated with a capacity of one hundred (100) tons. For example, a Model 360 measures 12' x 30' and consists of 10-6'x6' modules, thus having a rated capacity of one thousand (1000) tons. This rated capacity is only applicable to operating conditions of 95(Degree) F Hot Water Temperature (HWT), 85(Degree)F Cold Water Temperature (CWT), 76(Degree)F Wet Bulb (WB), and 3 gallons per minute (gpm) per ton of water flow rate. The charts set forth on Schedule 4.06 shall be used to verify capacity where capacity multiples for altitude, wet bulb and entering water temperatures vary from the above conditions.
Adequacy of Acquired Assets. The Acquired Assets are reasonably adequate to conduct the Program on substantially the same basis as currently conducted by Seller.
Adequacy of Acquired Assets. Substantially all of the Acquired Assets constitute residential real property, developed or undeveloped land or assets incidental to the Company's residential homebuilding business. The Acquired Assets include all assets and properties of every kind and description, real, personal or mixed, tangible or intangible, the use of which is necessary to enable DRH to conduct the business of the Company substantially in the same manner conducted prior to the date hereof. The tangible assets of the Company are, in all material respects, in good working order and condition, ordinary wear and tear expected. Except as set forth on Schedule 7.10 hereto, neither Fortress nor any Affiliate thereof (other than Sellers) has any interest in, or provides or permits the use of, any asset or right used in the business of the Company.
Adequacy of Acquired Assets. Seller has good and marketable title to all of the Acquired Assets and the Acquired Assets are, or will be, upon consummation of the transactions contemplated by this Agreement on the Closing Date, free and clear of all Liens (other than Liens relating to the Assumed Liabilities and with respect to the Real Property, and except the Permitted Encumbrances). The Acquired Assets include all assets and properties of Seller of every kind and description, real, personal or mixed, tangible or intangible, the use of which is reasonably necessary to enable Purchaser to conduct the Business as it has been conducted by Seller prior to the date hereof. Except for those liabilities that shall be paid by Seller at Closing, there are no unpaid liabilities, claims or obligations arising from the ownership, use or operation of the Acquired Assets or the Business which could give rise to any mechanic’s, materialman’s or other statutory lien against the Acquired Assets, or for which Purchaser could be held responsible. Except as expressly set forth in this Article IV, the Acquired Assets transferred to Purchaser will be sold by Seller and purchased by Purchaser in their physical condition on the Closing Date, “AS IS, WHERE IS AND WITH ALL FAULTS” and “WITH NO WARRANTY OF HABITABILITY OR FITNESS FOR HABITATION,” with respect to the Real Property, land, buildings and improvements, and “WITH NO WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,” with respect to the physical condition of the Equipment and Inventory, any and all of which warranties (both express and implied) Seller hereby disclaims. All of the foregoing real and personal property shall be further subject to normal wear and tear on the land, buildings, improvements and equipment and normal and customary use of the inventory and supplies in the ordinary course of business up to the Closing Date.
Adequacy of Acquired Assets. The Acquired Assets include all --------------------------- rights, properties, interests in properties, and assets necessary to permit Purchaser to carry on the Business as presently conducted by Seller. To Seller's knowledge, with no duty of independent inquiry, the Equipment, Furniture and Fixtures and the improvements on the Real Property are individually and in the aggregate in good condition and state of repair, reasonable wear and tear and normal depreciation excepted. To Seller's knowledge, with no duty of independent inquiry, Seller has no reason to anticipate, nor has it received any written notice from its representatives, that capital expenditures of greater than an aggregate of $50,000 will be required within twelve (12) months after the Closing Date to repair or replace any of such assets, other than non-capital expenditures for routine, preventive or remedial maintenance in the ordinary course of business and capital expenditures consistent in amount with past annually budgeted capital expenditures.
