Equipment and Machinery. (a) Schedule 6.13(a) sets forth a list of, or otherwise describes, all material Equipment and Machinery held for or used in the Business. Seller has good title, free and clear of all Liens to the Equipment and Machinery listed that it owns, except for any Equipment and Machinery which has been sold or disposed of in the ordinary course of business since the Closing Date Financial Statements. Seller holds good and transferable leasehold interests in all Equipment and Machinery leased by it, in each case under valid and enforceable leases which are listed on Schedule 6.13(a), although Seller has not obtained a written consent to assignments of such Equipment and Machinery executed by each such lessor. (b) The Equipment and Machinery are in good operating condition and repair, ordinary wear and tear excepted, are sufficient for the operation of the Business as presently conducted, and are in conformity in all material respects with all applicable laws, ordinances, orders, regulations, and other requirements (including applicable zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto currently in effect.
Appears in 3 contracts
Samples: Asset Purchase Agreement (SFBC International Inc), Asset Purchase Agreement (SFBC International Inc), Asset Purchase Agreement (SFBC International Inc)
Equipment and Machinery. (a) Schedule 6.13(a) 5.12 sets forth a list of, or otherwise describes, all material Equipment and Machinery held for or used in the Business. Except as set forth in Schedule 5.12, Seller has good title, free and clear of all material Liens (other than the Lien, if any, of current property taxes and assessments not in default) to the Equipment and Machinery listed that it ownslisted, except for any Equipment and Machinery which has been sold or disposed of in the ordinary course Ordinary Course of business Business since the Closing Date Financial Statementsdate of Seller's Balance Sheet. Seller holds good and transferable leasehold interests in all Equipment and Machinery leased by iteach, in each case under valid and enforceable leases which are listed on Schedule 6.13(a), although Seller has not obtained a written consent to assignments of such Equipment and Machinery executed by each such lessor5.12.
(b) The Equipment and Machinery are in good operating condition and repair, repair (except for ordinary wear and tear exceptedtear), are sufficient for the operation of the Business as presently conducted, and are in conformity in all material respects with all applicable laws, ordinances, orders, regulations, and other requirements (including applicable FDA, zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto currently in effect, except where the failure to conform would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (SFBC International Inc), Asset Purchase Agreement (SFBC International Inc)
Equipment and Machinery. (a) Schedule 6.13(a) 6.12 sets forth a list of, or otherwise describes, all material Equipment and Machinery held for or used in the Business. Except as set forth in Schedule 6.12, Seller has good title, free and clear of all material Liens (other than the Lien, if any, of current property taxes and assessments not in default) to the Equipment and Machinery listed that it ownslisted, except for any Equipment and Machinery which has been sold or disposed of in the ordinary course of business since the Closing Date Financial StatementsBalance Sheet Date. Seller holds good and transferable leasehold interests in all Equipment and Machinery leased by it, in each case under valid and enforceable leases which are listed on Schedule 6.13(a), although Seller has not obtained a written consent to assignments of such Equipment and Machinery executed by each such lessor6.12.
(b) The Equipment and Machinery are in good operating condition and repair, repair (except for ordinary wear and tear exceptedtear), are sufficient for the operation of the Business as presently conducted, and are in conformity in all material respects with all applicable laws, ordinances, orders, regulations, and other requirements (including applicable zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto currently in effect, except where the failure to conform would not have a Material Adverse Effect on the Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Top Source Technologies Inc)