Availability of Assets and Legality of Use. Except as set forth in Schedule 5.8 the assets owned, leased or licensed by the Company constitute all the assets used in its business as currently conducted (including, but not limited to, all books, records, computers and computer programs and data processing systems), have been maintained in accordance with normal industry practice and are generally suitable for the uses for which intended.
Availability of Assets and Legality of Use. The assets owned or ------------------------------------------ leased by the Company constitute all of the assets that 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 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 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. The Gathering System is in good and serviceable condition (normal wear and tear excepted) and suitable for the uses for which intended and has been maintained in accordance with industry practices of businesses of similar size as Seller and operating in substantially the same geographic area. The Gathering System and its uses conform in all material respects to all applicable laws. Seller shall have at Closing good and marketable title to, or valid leasehold interest in, the Gathering System, free and clear of all liens, mortgages, security interest, pledges, charges and encumbrances
Availability of Assets and Legality of Use. All of the ------------------------------------------ Company's assets that are valued at over $500 are listed on Schedule 3.15. ------------- Except as indicated in Schedule 3.15, the assets owned or leased by the Company ------------- and its Subsidiaries constitute all the assets used in its business (including 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 Company Shareholders or any of their Affiliates to the Company or any Subsidiary of the Company utilizing either (i) assets not owned by the Company or its Subsidiaries as of the Effective Time or (ii) Persons not employed by the Company or its Subsidiaries. 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.
Availability of Assets and Legality of Use. Except as set forth in Schedule 3.8 and except for the ------------------------------------------ ------------ Excluded Assets, the Purchased Assets constitute all the material assets used by the Emmis Entities in the conduct of the Business and, as of the date of this Agreement, are in good and serviceable condition (subject to normal wear and tear).
Availability of Assets and Legality of Use. With respect to the tangible Purchased Assets, no notice of any violation of any applicable laws, regulations, rules, ordinances, codes, licenses, franchises and permits (including, without limitation, electrical, building, zoning, environmental and occupational safety and health requirements) has been received by Seller. The Purchased Assets constitute all of the assets used in and necessary for the operation of the Business in the manner conducted by Seller.
