FIXED ASSETS AND REAL PROPERTY. (a) Schedule 3.12(a) lists, as of the Closing Date, substantially all the fixed assets (other than real estate) of the Corporation, including, without limitation, identification of each vehicle by description and serial number, identification of machinery, equipment and general descriptions of parts, supplies and inventory. Except as described on Schedule 3.12(a), all of the Corporation's containers, vehicles, machinery and equipment necessary for the operation of its business are in operable condition, and all of the motor vehicles and other rolling stock of the Corporation are in material compliance with all applicable laws, rules and regulations. All such containers, vehicles, machinery and equipment are substantially free of known defects, excepting therefrom defects from reasonable wear, tear and use, that would cause them to fail. All leases of fixed assets are in full force and effect and binding upon the parties thereto; neither the Corporation nor, to the knowledge of the Corporation or the Shareholders, any other party to such leases is in breach of any of the material provisions thereof.
FIXED ASSETS AND REAL PROPERTY. 8 3.13 Acquisition/Disposal of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 3.14 Contracts and Agreements; Adverse Restrictions . . . . . . . . . . . . . . . . . . . . . 9 3.15 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 3.16 Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3.17 Benefit Plans and Union Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3.18 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 3.19
FIXED ASSETS AND REAL PROPERTY. (a) Schedule 3.12(a) lists, as of the Closing Date, all the fixed assets (other than real estate) of the Corporation, including, without limitation, identification of each vehicle by description and serial number, identification of machinery, equipment and general descriptions of parts, supplies and inventory. Except as described on Schedule 3.12(a), all of the Corporation's containers, vehicles, machinery and equipment necessary for the operation of the Corporation's businesses are in operable condition, and all of the motor vehicles and other rolling stock of the Corporation are in compliance with all applicable laws, rules and regulations. All such containers, vehicles, machinery and equipment are free of known defects that would cause them to fail. All leases of fixed assets are in full force and effect and binding upon the parties thereto; neither the Corporation nor, to the knowledge of the Corporation or the Shareholders, any other party to such leases is in breach of any of the material provisions thereof.
FIXED ASSETS AND REAL PROPERTY. 9 3.13 Acquisition/Disposal of Assets...................... 10 3.14 Contracts and Agreements; Adverse Restrictions...... 11 3.
FIXED ASSETS AND REAL PROPERTY. 13 3.13 Acquisition/Disposal of Assets.............................................. 14 3.14 Contracts and Agreements; Adverse Restrictions.............................. 14 3.15 Insurance................................................................... 15 3.16 Personnel................................................................... 15 3.17 Benefit Plans and Union Contracts........................................... 15 3.18 Taxes....................................................................... 16 3.19
FIXED ASSETS AND REAL PROPERTY. (a) Schedule 3.12(a) lists substantially all the fixed assets (other than real estate) of the Corporations, CRC and FBLP, including, without limitation, identification of each vehicle by description and serial number, identification of machinery, equipment and general descriptions of parts, supplies and inventory. Except as described on Schedule 3.12(a), all containers, vehicles, machinery and equipment necessary for the operation of the businesses of the Corporation, CRC and FBLP are in operable condition, and all of the motor vehicles and other rolling stock of the Corporations, CRC and FBLP are in compliance with all applicable laws, rules and regulations. All such containers, vehicles, machinery and equipment are substantially free of known defects that would cause them to fail. All leases of fixed assets are in full force and effect and binding upon the parties thereto; neither the Corporations nor, to the knowledge of the Corporations or the Shareholder, any other party to such leases is in breach of any of the material provisions thereof.
FIXED ASSETS AND REAL PROPERTY. (a) Schedule 3.12(a) lists, as of the Closing Date, substantially all the fixed assets (other than real estate, inventory subject to the Inventory Adjustment and Equipment included in the Rental Asset Listing or on Schedule 1.3(d)) of the Corporation, including, without limitation, identification of each vehicle by description and serial number, identification of machinery, equipment and general descriptions of parts, supplies and inventory. Except as shall be described on Schedule 3.12(a), all of the Corporation's vehicles, machinery and equipment necessary for the operation of its business and all of the Equipment listed on Schedule 1.3(d) and the Rental Asset Listing are in operable condition, and are in material compliance with all applicable laws, rules and regulations. All such vehicles and equipment (including such Equipment) are substantially free of known defects that would cause them to fail. All leases of fixed assets are in full force and effect and binding upon the parties thereto; neither the Corporation nor any other party to such leases is in breach of any of the material provisions thereof.
FIXED ASSETS AND REAL PROPERTY. (a) Schedule 3.12(a) lists all of the material Fixed Assets (other than real estate) of the Corporation or of KCI used in the KCI Business, including, without limitation, identification of each vehicle by description and serial number, identification of machinery, equipment and general descriptions of parts, supplies and inventory. Except as described on Schedule 3.12(a), all of the Corporation's and KCI's containers, vehicles, machinery and equipment necessary for the operation of the Corporation's businesses or the operation of the KCI Business are in operable condition, ordinary wear and tear excepted, and all of the motor vehicles and other rolling stock of the Corporation and of KCI used in the KCI Business are in material compliance with all applicable laws, rules and regulations. Except as otherwise specifically set forth in this Agreement, the Fixed Assets and the assets owned or held for use by the Corporation are being sold to WCI on an "AS-IS, WHERE-IS" basis without warranty. Except as set forth in this Agreement, the Corporation and KCI hereby disclaim all other warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose. All leases of fixed assets are in full force and effect and binding upon the parties thereto; neither the Corporation nor KCI nor, to the knowledge of the Corporation or KCI or the Shareholders, any other party to such leases is in breach of any of the material provisions thereof.
FIXED ASSETS AND REAL PROPERTY. (a) Schedule 3.12(a) lists, as of the Signing Date, substantially all the fixed assets (other than real estate) of the Corporations, including, without limitation, identification of each vehicle by description and serial number, identification of machinery, equipment and general descriptions of parts, supplies and inventory. Except as described on Schedule 3.12(a), all of the Corporations' containers, vehicles, machinery and equipment necessary for the operation of the Corporations' businesses are in operable condition, and all of the motor vehicles and other rolling stock of the Corporations are in compliance with all applicable laws, rules and regulations. All such containers, vehicles, machinery and equipment are substantially free of known defects that would cause them to fail. All leases of fixed assets are in full force and effect and binding upon the parties thereto; neither the Corporations nor, to the knowledge of the Corporations or the Shareholder, any other party to such leases is in breach of any of the material provisions thereof.
FIXED ASSETS AND REAL PROPERTY. (a) Schedule 3.12(a) lists, as of the Closing Date, substantially all the fixed assets (other than real estate, inventory subject to the Inventory Adjustment and Equipment included in the Rental Asset Listing) of each Corporation, including, without limitation, identification of each vehicle by description and serial number, identification of machinery, equipment and general descriptions of parts, supplies and inventory. All leases of fixed assets are in full force and effect and binding upon the parties thereto; neither Corporation nor any other party to such leases is in breach of any of the material provisions thereof.
