Condition of Real and Personal Property. (a) All of the leased real property which are material to the conduct of the Business have been maintained in reasonable condition in the Ordinary Course in a manner consistent with past maintenance practices of the Business.
(b) All tangible personal property which is material to the conduct of the Business has been maintained in reasonable operating condition and repair, in the Ordinary Course in a manner consistent with past maintenance practices of the Business.
Condition of Real and Personal Property. LEASES. All real property leased by Seller and used in the operation of the Business is listed and described in SCHEDULE 1.4 hereto. To the best of Seller knowledge, all buildings and improvements located thereon are in good condition and repair, subject only to normal wear and tear. All material items of tangible personal property and assets owned or leased by Seller and used in the operation of the Business are described in SCHEDULE 1.1 hereto. All machinery and equipment listed in SCHEDULE 1.1 conforms to all applicable ordinances, regulations, and zoning or other laws. Except as described in SCHEDULE 3.4, all items listed on SCHEDULE 1.1 are in good operating condition and repair, subject only to normal wear and tear, and are adequate to conduct the Business as it is now being conducted. Seller has delivered to Buyer accurate and complete copies of all leases relating to real and personal property leased by Seller and used in the operation of the Business and, except as described in SCHEDULE 1.4, all such leases are in full force and effect, no event of default has been declared thereunder and, to the Seller's knowledge, no basis for any default exists.
Condition of Real and Personal Property. All buildings and other structures and all machinery, equipment, tools, dies, fixtures, vehicles, spare parts and other properties owned, leased or used by MBI are, to the best of MBI's knowledge, in good operating condition and repair and are adequate and sufficient for all material operations conducted by it. To the best of MBI's knowledge, none of the real or personal properties owned, leased, occupied or operated by MBI, or the ownership, leasing, occupancy or operation thereof, is in violation of any law or any zoning, environmental or other ordinance, code, rule or regulation, where such violation would have a materially adverse effect on the business or financial condition of MBI, and no notice from any governmental body or other person has been served upon MBI or, to the best of MBI's knowledge, upon any property owned, leased, occupied or operated by MBI, claiming any material violation of any such law, ordinance, code, rule or regulation or requiring, or calling attention to the need for, any work, repairs, construction, alterations or installation on or in connection with such property which has not been complied with, where failure to comply therewith would have a materially adverse effect on the business or financial condition of MBI.
Condition of Real and Personal Property. LEASES. All real property leased by Seller and used in the operation of the Business is listed and described in SCHEDULE 1.4 hereto. To the best of Seller knowledge, all buildings and improvements located thereon are in good, functional operating condition and repair (as differentiated from aesthetic condition), subject only to normal wear and tear (age alone is not to be considered a functional defect) and, in Seller's opinion, are adequate to conduct the business as it is now being conducted, except for the North Miami location which has a roof leak (which Seller will repair at Seller's expense when Buyer obtains the Certificate of Use referred to in section 3.2 above). All material items of tangible personal property and assets owned or leased by Seller and used in the operation of the Business are described in SCHEDULE 1.1 hereto. All machinery and equipment, which will be listed in SCHEDULE 1.1 by Buyer within 10 days following the Closing, conforms to all applicable ordinances, regulations, and zoning or other laws. Except as described in SCHEDULE 1.1, all items listed on SCHEDULE 1.1 are in good operating condition and repair, subject only to normal wear and tear, and are adequate to conduct the Business as it is now being conducted. Seller has delivered to Buyer accurate and complete copies of all leases relating to real and personal property leased by Seller and used in the operation of the Business and, except as described in SCHEDULE 3.6, all such leases are in full force and effect, no event of default has been declared thereunder and, to the Seller's knowledge, no basis for any default exists.
Condition of Real and Personal Property. (a) Except as listed on Schedule 3.13, all of the buildings, offices and other structures located on the Owned Real Property and Leased Real Property which, taken as a whole, are material to the conduct of the Business are structurally sound with no known defects, are in good operating condition and repair, are adequate for the use to which they are presently being put, and, with respect to the Leased Real Property, are maintained in the manner and to the standard required under the applicable lease.
(b) Except as set forth in Schedule 3.13, all tangible personal property which, taken as a whole, is material to the conduct of the Business has been maintained in reasonable operating condition and repair.
Condition of Real and Personal Property. (a) All of the buildings, offices and other structures located on the Owned Real Property and Leased Real Property which, taken as a whole, are material to the conduct of the Business are structurally sound with no known material defects, are in good operating condition and repair, are adequate for the use to which they are being put, and, with respect to the Leased Real Property, are maintained in the manner and to the standard required under the applicable lease.
(b) All tangible personal property which, taken as a whole, is material to the conduct of the Business has no known material defects and is in good operating condition and repair and is adequate for the uses to which it is being put. None of such tangible personal property is in need of maintenance or repair except for ordinary course maintenance and repairs.
Condition of Real and Personal Property. LEASES. All real property and material items of tangible personal property owned or leased by Merger Co and used in the Business are listed and described in SCHEDULE 3.3 attached hereto. All buildings and improvements on the real property are in reasonable operating condition and repair, subject only to normal wear and tear, and, except as otherwise set forth in SCHEDULE 3.3, to the ICE's knowledge, all improvements on the real property comply, in all material respects, with all applicable ordinances, regulations, and zoning or other laws and do not encroach on property of others. To ICE's knowledge, there are no restrictive covenants, ordinances, regulations, or zoning or other laws that in any material way restrict or prohibit the use of the lands, buildings or improvements owned or leased by Merger Co with respect to the Business. As of the date hereof, to the knowledge of Merger Co and ICE, there is no pending or threatened change of any such ordinance, regulation, or zoning or other law affecting such property, and there is no pending or threatened condemnation of any such property. All machinery and equipment owned by Merger Co and used in the Business and included in the Assets conform to all material applicable ordinances, regulations, and zoning or other laws, except where such failure to conform would not have a material adverse effect on the assets of Merger Co or the Business. All items of personal property listed on SCHEDULE 3.3 are in reasonable operating condition and repair, subject only to normal wear and tear, and are adequate to conduct the Business as it is now being conducted.
Condition of Real and Personal Property. All items of real property and personal property, including without limitation computer hardware and software, used by Seller are in good operating condition and repair (with the exception of ordinary wear and tear), are suitable for the purposes for which they are presently utilized, and substantially comply with all laws, ordinances, regulations, and other governmental requirements now in effect.
Condition of Real and Personal Property. Prior to entering into this Agreement, Buyer has inspected the Real and Personal Property and, assuming the accuracy of Seller's representations and warranties set forth herein, is satisfied with its present condition, except that the transmitter site shall be free of all tenancies and occupants at the Closing.
Condition of Real and Personal Property. LEASES. Seller does not own any real property. Except as disclosed in SCHEDULE 3.4, and to the knowledge of Seller without independent investigation, all real property leased by Seller and used in the operation of the Business is listed and described in SCHEDULE 3.4 hereto and is in good condition and repair, subject only to normal wear and tear. To Seller's knowledge, without independent investigation, all buildings and improvements located thereon are in good condition and repair, subject only to normal wear and tear. Seller has delivered to Buyer accurate and complete copies of all leases relating to real and personal property leased by Seller and used in the operation of the Business and, except as described in SCHEDULE 3.4, all such leases are in full force and effect, no event of default has been declared thereunder and, to the Seller's knowledge, no basis for any default exists. No such lease of real or personal property is subject to termination or modification as a result of the transactions contemplated hereby. All material items of tangible personal property and assets owned or leased by Seller and used in the operation of the Business are described in SCHEDULE 1.1 hereto. All machinery and equipment listed in SCHEDULE 1.1 conforms to all applicable ordinances, regulations, and other laws. Except as described in SCHEDULE 1.1, all items listed on SCHEDULE 1.1 are in good operating condition and repair, subject only to normal wear and tear, and are adequate to conduct the Business as it is now being conducted.
