Equipment and Tangible Personal Property Sample Clauses

Equipment and Tangible Personal Property. All fixtures, machinery, equipment, furniture, goods and other personal property of Seller related to the Business of every type or kind whether or not listed on Schedule 1.1;
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Equipment and Tangible Personal Property. 4.6(a) Intellectual Property 4.7(a) Material Business Contracts 4.7(b) Material Business Contracts - Exceptions to Enforceability 4.8 Material Business Licenses 4.9 Business Employees 4.10(a) Benefit Plans 4.11(a) Financial Statements 4.12(a) Owned Real Property 4.12(b) Leased Real Property 4.11(b) Change in Business 4.13 Litigation; Governmental Orders - the Seller 4.14 Exceptions to Compliance with Laws 4.15 Environmental Matters 4.17 Transactions with Affiliates 5.3 Third Party Consents - the Purchaser 5.4 Government Consents - the Purchaser 5.5 Litigation - the Purchaser 6.1 Conduct of Business 6.9 Employees to be retained by Seller ********************* Exhibit A Grant Deed Exhibit B Assignments of Leases Exhibit C Bills of Sale Exhibit D Assignments and Assumptions Exhibit E Assignments of Proprietary Rights Exhibit F Subscription Fulfillment Agreement Exhibit G Guarantee of NYT Exhibit H Officer's Certificate of the Seller Exhibit I [Assistant] Secretary's Certificate of the Seller TABLE OF CONTENTS (continued) Exhibit J Opinion of Counsel to the Seller Exhibit K Officer's Certificate of the Purchaser Exhibit L [Assistant] Secretary's Certificate of the Purchaser Exhibit M Opinion of Counsel to the Purchaser ASSET PURCHASE AGREEMENT (the "Agreement") dated as of January 31, 2001, by and between The New York Times Company Magazine Group, Inc., a Delaware corporation ("NYTMG"), and Advance Magazine Publishers Inc., a New York corporation (the "Purchaser").
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Equipment and Tangible Personal Property. The equipment, furniture, fixtures, improvements and other tangible assets (other than inventory) owned by Castleworks and E-Focus are adequate for the conduct of Castleworks' and E-Focus' business in the manner in which such business is currently being conducted. Each such asset (i) is structurally sound, free of defects and deficiencies and in good condition and repair (ordinary wear and tear excepted), (ii) complies in all respects with, and is being operated and otherwise used in full compliance with, all applicable Legal Requirements; and (iii) is adequate for the uses to which it is being put.
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Equipment and Tangible Personal Property. 6.5 Intellectual Property Infringement, Licensing and Ownership Issues
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Equipment and Tangible Personal Property. The Seller shall be solely responsible for the payment of any sales tax to the State of Connecticut which may be due by reason of the sale of the Furnishings and Equipment and Personal Property. The proceeds of the $1,000,000.00 check ("Deposit") to the order of Xxxxxxx and Xxxxx, P.C., Trustee for Xxxxxxxxxx-Xxxxx Real Estate, Inc. (the "Trustee") shall be held by the Trustee in escrow and the Trustee shall invest the Deposit in one or more interest bearing accounts or instruments maintained at an F.D.I.C. insured bank or financial institution jointly selected by the parties at the time of delivery to the Trustee. The Trustee shall pay over the Deposit and all interest accrued thereon to Seller at the Closing or sooner in accordance with the terms of this Schedule C. In the event that the Trustee receives a letter ("Demand for Deposit") from either party dated not earlier than ten (10) days after the Closing date set forth in paragraph 5 certifying that the other party has defaulted under this Agreement by failing to close and further certifying that the party demanding payment of the Deposit is not in default under this Agreement and demanding payment of the Deposit, the Trustee promptly will notify the alleged defaulting party by certified mail of the Demand for Deposit and if the alleged defaulting party does not notify the Trustee of its objection to such payment within ten (10) days of receipt of the written notification, the Trustee shall pay over the Deposit and all interest accrued thereon to the party demanding same. Purchaser and Seller understand that upon being served with a Demand for Deposit or the alleged defaulting party's objection thereto, the Trustee shall not be required to substantiate any claim of
Sample 1
Equipment and Tangible Personal Property. Part 2.10 of the Disclosure Schedule sets forth a partial list of each item or distinct group of equipment, machinery, tools, supplies, furniture, fixtures, personalty, vehicles and other tangible personal property used in the Seller's business (the "Tangible Personal Property") and the jurisdiction in which such personal property is then located, and the complete list of such items shall be provided by the Seller to the Purchaser in advance of the Closing. Except as set forth on Part 2.10 of the Disclosure Schedule, all Tangible Personal Property is adequate for the uses to which it is being put, is in good condition and repair (ordinary wear and tear excepted) and is adequate for the conduct of the Seller's business as it is currently being conducted.
Sample 1

Related to Equipment and Tangible Personal Property

  • Tangible Personal Property All appliances, fixtures, equipment, machinery, furniture, carpet, drapes and other personal property, if any, owned by Seller and located on or about the Land and the Improvements (the "Tangible Personal Property").

  • Intangible Personal Property All of Seller’s right, title and interest, if any, without warranty, except as set forth herein, in all intangible personal property related to the Real Property and the Improvements, including, without limitation: all trade names and trade marks associated with the Real Property and the Improvements, including Seller’s rights and interests, if any, in the name of the Real Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the extent assignable without cost to Seller); contract rights related to the operation, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases or License Agreements (collectively, the “Service Contracts”) (but only to the extent assignable without cost to Seller; warranties (to the extent assignable without cost to Seller); governmental permits, approvals and licenses, if any (to the extent assignable without cost to Seller); and telephone exchange numbers (to the extent assignable without cost to Seller) (all of the items described in this Section 2.1.4 collectively referred to as the “Intangible Personal Property”). To the extent any items of Intangible Personal Property cannot be assigned to Purchaser without cost to Seller, Purchaser shall have the option, to be exercised in writing on or before the Closing Date, to accept such assignment and pay any cost associated therewith, or to cause Seller to terminate the same (if applicable) at Seller’s expense, or to permit Seller to retain the same. Tangible Personal Property and Intangible Personal Property shall not include (a) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Property, including, without limitation, budgets prepared by or on behalf of Seller or any affiliate of Seller, (b) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, (c) such documents, materials or information received by Seller from tenants and covered by confidentiality agreements between such tenants and Seller, except that such documents, materials or information shall be included in Tangible Personal Property if Purchaser shall have agreed in writing to be bound by the terms of such confidentiality agreements prior to Seller’s delivery of such documents, materials and information to Purchaser, and (d) any trade name, xxxx or other identifying material that includes the name “iStar” or any derivative thereof.

  • Title to Tangible Personal Property Except as set forth in Section 4.06 of the Disclosure Schedules, Seller has good and valid title to, or a valid leasehold interest in, all Tangible Personal Property included in the Purchased Assets, free and clear of Encumbrances except for Permitted Encumbrances.

  • Personal Property 16 5.15 Significant Customers; Material Contracts and Commitments.......16 5.16

  • Real Property; Personal Property (a) Neither the Company nor any of its Subsidiaries owns any real property.

  • Leased Personal Property Other than Personal Property owned by the Company or the Company Subsidiary, the Company or the Company Subsidiary has good and valid leasehold title to all of the tangible personal property Assets used by the Company or the Company Subsidiary, free and clear of any and all Encumbrances other than Permitted Encumbrances which would not permit the termination of the lease therefor by the lessor. Disclosure Schedule 3.9(c) sets forth all Leases for personal property. With respect to each Lease listed on Disclosure Schedule 3.9(c), (i) there has been no breach or default under such Lease by the Company, the Company Subsidiary or by any other party, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause (with or without notice and with or without the passage of time) a default under any such Lease, (iii) such Lease is a valid and binding obligation of the applicable lessor, is in full force and effect and is enforceable by the Company or the Company Subsidiary in accordance with its terms, (iv) no action has been taken by the Company or the Company Subsidiary and no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than by the Company or the Company Subsidiary without the consent of the Company or the Company Subsidiary, (v) no party has repudiated any term thereof or threatened to terminate, cancel or not renew any such Lease, and (vi) neither the Company nor the Company Subsidiary has assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in any leased property subject thereto (or any portion thereof).

  • Furniture, Fixtures and Equipment Sublessee shall have the right to use during the Term the office furnishings and equipment within the Subleased Premises that are identified on Exhibit C attached hereto, as such exhibit may be adjusted by mutual agreement of the parties prior to the Third Floor Premises Delivery Date (the “Furniture”), provided Sublessee may only use the Furniture located in the Second Floor Premises after the Second Floor Commencement Date. The Furniture is provided in its “AS IS, WHERE IS” condition, without representation or warranty whatsoever. Sublessee shall insure the Furniture under the property insurance policy required under the Master Lease, as incorporated herein, and pay all taxes with respect to the Furniture. Sublessee shall maintain the Furniture in good condition and repair, reasonable wear and tear excepted, and shall be responsible for any loss or damage to the same occurring during the Term. Sublessee shall surrender the Furniture to Sublessor upon the termination of this Sublease in the same condition as exists as of the applicable Delivery Date, reasonable wear and tear excepted. Sublessee shall not remove any of the Furniture from the Subleased Premises. Notwithstanding anything to the contrary herein, Sublessee may provide Sublessor with written notice one (1) time not less than forty-five (45) days prior to the Third Floor Premises Delivery Date that lists any items of Furniture that Sublessee does not want to use and Sublessor shall, at no cost to Sublessee, remove such items from the Subleased Premises prior to the Third Floor Premises Delivery Date and such items shall no longer be considered Furniture hereunder. Notwithstanding the foregoing, provided Sublessee is not in default beyond the expiration of any applicable cure or grace period as of the date of the expiration or earlier termination of this Sublease, which condition may be waived by Sublessor in its sole discretion, then upon the expiration or earlier termination of this Sublease, the Furniture shall become the property of Sublessee, and Sublessee shall accept the same in its “AS IS, WHERE IS” condition, without representation or warranty whatsoever except as provided in the Bill of Sale referred to in the following sentence. In the event the Furniture is to become the property of Sublessee upon the expiration or earlier termination of this Sublease pursuant to the terms of the immediately preceding sentence, then Sublessor agrees to execute and deliver to Sublessee a Bill of Sale in the form of Exhibit D attached hereto conveying and transferring to Sublessee the Furniture.

  • Plant and Equipment The plants, structures and ------------------- equipment of the Company are structurally sound with no known defects and are in good operating condition and repair and are adequate for the uses to which they are being put. None of such plants, structures or equipment are in need of maintenance or repairs except for ordinary, routine maintenance and repairs which are not material in nature or cost. The Company has not received notification that it is in violation of any applicable building, zoning, anti- pollution, health or other law, ordinance or regulation in respect of its plants or structures or their operations.

  • Other Personal Property Unless at the time the Secured Party takes possession of any tangible Collateral, or within seven days thereafter, the Debtor gives written notice to the Secured Party of the existence of any goods, papers or other property of the Debtor, not affixed to or constituting a part of such Collateral, but which are located or found upon or within such Collateral, describing such property, the Secured Party shall not be responsible or liable to the Debtor for any action taken or omitted by or on behalf of the Secured Party with respect to such property.

  • Fixtures and Equipment Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

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