Condition of Assets; Inventory. (a) The items of Tangible Personal Property are in good condition, have been operated and maintained in accordance with industry standards, and are reasonably adequate for the uses to which they are currently being put and no such item of Tangible Personal Property is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.
Condition of Assets; Inventory. (a) Each of the Assets is in good repair and good operating condition, is suitable for immediate use, and is free from latent and patent defects. No Asset is in need of repair or replacement. All Assets used in the Seller's business are in the possession of the Seller.
Condition of Assets; Inventory. All of the Assets to be purchased and sold hereunder and all of the RSA 2 Assets (i) have been maintained in all material respects in accordance with general industry practices, (ii) are in good operating condition and repair, subject only to ordinary wear and tear, and (iii) are usable and fit in all material respects in accordance with general industry practices for their intended purpose. Seller, Licensee and Shareholder shall use their respective reasonable efforts and shall cooperate with Purchaser with respect to the transfer to Purchaser of all existing manufacturers', vendors', installers' or other warranties for the Assets which are in effect as of the Date of Closing. All of the Inventory being purchased and sold hereunder and all inventory of the Partnership, including raw materials, work in process and finished goods (the "RSA 2 INVENTORY"), consists of items which are reasonably current models, undamaged and of a type and quantity saleable at customary prices in the ordinary course of business. The Inventory and the RSA 2 Inventory have been purchased in the ordinary course of business and are consistent, in the reasonable judgment of Seller and Shareholder, with the anticipated requirements of the Business, and the volume of purchases thereof and of orders therefor have not been reduced or increased in anticipation of the consummation of the transactions contemplated hereby.
Condition of Assets; Inventory. Except as set forth on Schedule 4.5, to the Seller’s Knowledge, all of the Purchased Assets and the AAE Purchased Assets, whether owned or leased, are in good operating condition and repair (with the exception of normal wear and tear), and are free from defects other than minor defects as do not interfere with the present use thereof in the conduct of normal operations. The Inventory does not include items that are obsolete, damaged or slow moving, for which reserves have not been established in accordance with GAAP, as reflected on the September 30 Net Working Capital Statement. The Inventory is in good and merchantable condition, is suitable and usable for the purposes for which it is intended and is in a condition such that it can be sold in the ordinary course of the Business consistent with past practice. The Inventory is valued on the Books and Records at the lesser of cost or fair market value net of reserves recorded in accordance with GAAP.
Condition of Assets; Inventory. All of the Assets to be purchased and sold hereunder (i) have been maintained in all material respects in accordance with general industry practices, (ii) are in good operating condition and repair, subject only to ordinary wear and tear, and (iii) are usable and fit in all material respects in accordance with general industry practices for their intended purpose. Seller shall use its reasonable best efforts and shall cooperate with Purchaser with respect to the transfer to Purchaser of all existing manufacturers', vendors', installers' or other warranties for the Assets which are in effect as of the Date of Closing. No additional expenditures are required in order to equip each of the twenty-six (26) current cellular sites with digital capability. All of the Inventory being purchased and sold hereunder, including raw materials, work in process and finished goods, consists of items which are models manufactured after August 31, 1996 , undamaged and of a type and quantity saleable at customary prices in the Ordinary Course of Business. The items of Inventory have been purchased in the Ordinary Course of Business and are consistent with the anticipated requirements of the Cellular Business in the reasonable judgment of Seller and consistent with past practices, and the volume of purchases thereof and of orders therefor have not been reduced or increased in anticipation of the consummation of the transactions contemplated hereby.
Condition of Assets; Inventory. (a) Each of the Assets, including without limitation the four Model PIWS-3000 mobile treatment units, serial numbers 4, 5, 6 & 7, is in good repair and good operating condition, is suitable for immediate use, and is free from latent and patent defects. No Asset is in need of repair or replacement. All Assets used in the Seller's business are in the possession of the Seller. Subject to the Seller's obligations set forth in Section 5.07 of this Agreement, and notwithstanding any provision of this subsection (a) to the contrary, the Seller is conveying the Model PIWS-3000 mobile treatment units, serial numbers 1 and 3, to the Buyer "as is."
Condition of Assets; Inventory. (a) Each of SteriLogic's material assets is in good repair and good operating condition, is suitable for immediate use, provided such use is consistent with the manner in which such assets are being used as of the Effective Date. To SteriLogic's and each of the Shareholders' Knowledge, each of SteriLogic's material assets is free from latent and patent defects, and, except with respect to SteriLogic's sharps container system and the respective mounting hardware (which requires replacement as described in Section 1.08(e) above) none of such material assets are in need of repair or replacement. All assets used in SteriLogic's business are in the possession of SteriLogic.
