Availability of Assets and Legality of Use. The assets owned or leased by the Company constitute all of the assets which are being used in its business. Such assets are in good and serviceable condition, normal wear and tear excepted, and suitable for the uses for which intended and such assets and their uses conform in all material respects to all applicable laws.
Availability of Assets and Legality of Use. Except as set forth in Schedule 2.8 and except for the Excluded Tribune Assets, the Tribune Station Assets constitute all the assets used in the conduct of the Tribune Station Business and are in good and serviceable condition (subject to normal wear and tear).
Availability of Assets and Legality of Use. Except for the Retained Assets, the Business is conducted solely through the Seller, as set forth on Schedule 4.13, and Parent. The Assets constitute all the assets, properties and rights used or held for use in the Business and necessary to operate the Business as currently conducted by Seller (including, but not limited to, all books, records, computers and computer programs). The tangible personal property, including, but not limited to, the personal property listed on Schedule 4.13, included in the Assets is in the exclusive possession and control of Seller and located at the places specified in Schedule 4.13. The tangible personal property included in the Assets that is material to the Business is in the aggregate, in good operating condition and repair (subject to normal wear and tear).
Availability of Assets and Legality of Use. Except as set forth on Schedule 5.8, the assets owned, leased or licensed by the Company constitute all the assets used in its business (including all books, records, computers and computer programs and data processing systems). All Tangible Assets reflected on the Financial Statements are in good condition (subject to normal wear and tear and immaterial impairments of value and damage) and serviceable condition and are generally suitable for the uses for which intended. The Company does not employ any assets that are owned by any Person other than the Company or a lessor of such assets to the Company pursuant to a lease that is either set forth on Schedule 5.17 or is not required to be set forth thereon.
Availability of Assets and Legality of Use. Except as set forth in Schedule 4.19, the assets owned or leased by the Company constitute all the assets used in its business and in all material respects are in sufficient condition to operate the businesses consistent with past practices. 4.20
Availability of Assets and Legality of Use. Except as specified in Schedule 2.8 hereto, the Assets owned or leased by the Company constitute all of the Assets which are being used in its business, and such Assets are in good and serviceable condition, normal wear and tear excepted, and suitable and adequate for the uses for which intended and such Assets and their uses conform in all material respects to all applicable Laws. Such Assets will be sufficient for the continued conduct of the Company's business immediately after the Closing in substantially the same manner as the Company's business was conducted immediately prior to the Closing.
Availability of Assets and Legality of Use. Except as specified in Schedule 1.7, the assets owned or leased by the Company, the Subsidiary or, to the best of the Stockholder's knowledge, after due inquiry of the Company's Senior Officers, the Partnerships constitute all of the assets which are being used in their businesses, and, to the best of the Stockholder's knowledge, after due inquiry of the Company's Senior Officers, such assets are in good and serviceable condition (normal wear and tear excepted) and suitable for the uses for which intended and such assets and their uses conform in all material respects to all applicable laws; and except as specified in Schedule 1.7, each of the Company, the Subsidiary and, to the best of the Stockholder's knowledge, after due inquiry of the Company's Senior Officers, the Partnerships has title to, or valid leasehold interests in, all of their respective properties and assets, including those reflected on the June 30 Balance Sheet (other than those disposed of for fair value in the ordinary course of business) free and clear of all liens, mortgages, security interests, pledges, charges and encumbrances. Notwithstanding the foregoing, the Stockholder's representations set forth herein as they relate to the Partnerships are further limited such that the inaccuracy of such representations would have to represent a material adverse impact on the financial condition of the Company in order to be considered a violation for purposes of this Agreement.
Availability of Assets and Legality of Use. Except as set forth on SCHEDULE 3.10, the assets owned or leased by the Company, or which the Company is entitled to use under license or other agreements, constitute all the assets used by the Company in the conduct of the Business (including, but not limited to, all books, records, computers and computer programs and data processing systems), and the tangible assets owned or leased by the Company are in good condition (subject to normal wear and tear) and serviceable condition. Except as set forth on SCHEDULE 3.10, to the Knowledge of the Company, (a) all such assets and their uses conform to all applicable laws, regulations, rules, ordinances, codes, licenses, franchises and permits (including, without limitation, all electrical, building, zoning, environmental and occupational safety and health Requirements of Law), and (b) no written notice of any existing violation of any of such matters relating to such assets or their use has been received by the Company or any of the Shareholders.
Availability of Assets and Legality of Use. The Assets owned or leased by Sheboygan Falls constitute all of the Assets that are being used in its business, and such Assets, to the Knowledge of Sheboygan Falls, are in good and serviceable condition, normal wear and tear excepted, and suitable and adequate for the uses for which intended and such Assets and their uses conform in all material respects to all applicable Laws. Such Assets will be sufficient for the continued conduct of Sheboygan Falls’ business immediately after the Closing in substantially the same manner as Sheboygan Falls’ business was conducted immediately prior to the Closing.
Availability of Assets and Legality of Use. Except as set forth in Schedule 2.17, the assets owned or leased by the Company constitute all the assets used in its business (including, but not limited to, all books, records, computers and computer programs and data processing systems) and are in good condition (subject to normal wear and tear and immaterial impairments of value and damage) and serviceable condition and are generally suitable for the uses for which intended. There are no material services provided by any of the stockholders of the Company or any of their Affiliates to the Company utilizing either (i) assets not owned by the Company as of the Closing or (ii) Persons not employed by the Company. For purposes of this Agreement, “Affiliate” means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of this Agreement, “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust or unincorporated organization.
