Leases of Personal Property. For the purposes of this Agreement, “Personal Property Leases” means any lease, conditional or installment sale contract, Lien or similar arrangement to which any tangible personal property used by the Seller in connection with the operation of the Business is subject. Except as set forth on Disclosure Schedule 4.14, none of the tangible personal property used by the Seller in connection with the operation of the Business is subject to a Personal Property Lease. The Seller has delivered or made available to the Buyer a true and correct copy of each Personal Property Lease listed on Disclosure Schedule 4.14. All of such Personal Property Leases are valid, binding and enforceable against the Seller in all material respects in accordance with their respective terms and are in full force and effect in accordance with their terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii) Laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Seller is not in material default under any of such Personal Property Leases and there has not been asserted in writing, either by or against the Seller under any of such Personal Property Leases, any written notice of default, set-off or claim of default. To the Knowledge of the Seller, the parties to such Personal Property Leases other than the Seller are not in default of their respective obligations under any of such Personal Property Leases. To the Knowledge of the Seller, there has not occurred any event which, with the passage of time or giving of notice (or both), would constitute such a default or breach under any of such Personal Property Leases by any party thereto. Each Personal Property Lease is separately designated on Disclosure Schedule 4.14, as either a Personal Property Lease that the Seller has agreed to assign and that the Buyer has agreed to assume (each, an “Assigned Personal Property Lease”) or as a Personal Property Lease that shall be paid off by the Seller prior to Closing at its own expense or paid off at Closing with a portion of the Purchase Price (each, a “Terminated Personal Property Lease”).
Leases of Personal Property. Schedule 3.1.9 attached hereto describes all leases of equipment and vehicles relating to or included in the Purchased Assets. Complete and correct copies of those leases have been provided to the Purchaser. The Vendor is entitled to all rights and benefits as lessee under those leases, and the Vendor has not sublet, assigned, licensed or otherwise conveyed any rights in those leases or in the property leased thereunder to any other person. All payments and other obligations required to be paid and performed by the Vendor under those leases have been duly paid and performed; the Vendor is not in default of any its obligations under those leases; and, to the best of the knowledge of the Vendor, none of the lessors or any other parties to those leases are in default of any of their obligations under those leases. The Vendor is entitled to assign all of its right and interest under those leases and in and to the property leased thereunder to the Purchaser subject to obtaining the consents referred to in Schedule 3.1.3 attached hereto. Subject to obtaining such consents, the terms and conditions of those leases will not be affected by, nor will any of those leases be in default as a result of, the completion of the transaction contemplated hereunder.
Leases of Personal Property. All rights under vehicle and equipment leases, rental equipment contracts and office equipment leases and Contracts including, without limitation, the leases described in Schedules 2 and 5;
Leases of Personal Property. The Company is not a party to any lease, sublease, conditional sales contract, franchise, license or other agreement, under which the Company is the lessee or lessor of or holds, uses or claims any interest in any personal property of the Business, other than the Licence Agreement with High Flyte International Ltd. referred to in this Agreement.
Leases of Personal Property. The Parent is not a party to any lease, sublease, conditional sales contract, franchise, license or other agreement respecting personal property.
Leases of Personal Property. For the purposes of this Agreement, “Personal Property Leases” means any lease, conditional or installment sale contract, lien or similar arrangement to which any tangible personal property used by Seller in connection with the operation of Seller’s Business is subject. Except as set forth on Exhibit D, none of the tangible personal property used by Seller in connection with the operation of Seller’s Business is subject to a Personal Property Lease. Seller has delivered to Buyer a complete and correct copy of each Personal Property Lease listed on Exhibit D. All of such Personal Property Leases are valid, binding and enforceable in accordance with their respective terms and are in full force and effect. Seller is not in default under any of such Personal Property Leases and there has not been asserted, either by or against Seller under any of such Personal Property Leases, any notice of default, set-off or claim of default. The parties to such Personal Property Leases other than Seller are not in default of their respective obligations under any of such Personal Property Leases. There has not occurred any event which, with the passage of time or giving of notice (or both), would constitute such a default or breach under any of such Personal Property Leases by any party thereto.
Leases of Personal Property. Material Contracts; No Default.
(a) Schedule 4.11(a) hereto sets forth a true and complete list of each lease of personal property to which the Company is a party or by which it or its properties or assets are bound which provides for payments in excess of $10,000 per annum and which has a remaining term in excess of one year (collectively, the "Personal Property Leases"). The Company has delivered or made available to the Purchaser a true and complete copy of each of the Personal Property Leases.
(b) Schedule 4.11(b) hereto sets forth a true and complete list of all agreements to which the Company is a party or by which it or any of its properties or assets are bound (collectively, the "Contracts"), of the following types: (i) employment agreements providing for annual compensation in excess of $50,000 with respect to any employee; (ii) agreements which limit or restrict the Company or any Affiliate (including, after the Closing, the Purchaser, the Surviving Corporation and any Affiliate) from competing in any line of business included in the business of the Company or otherwise in any other business, or from carrying on or expanding the nature or geographical scope of the business of the Company anywhere in the world, or agreements which restrict the products, product lines or distribution channels in which the Company or any Affiliate (including, after the Closing, the Purchaser, the Surviving Corporation or any Affiliate) can compete, other than limitations and restrictions relating to the use of patents, trademarks, trade names and copyrights and intellectual property licenses currently used by the Company; (iii) agreements which limit or restrict the Company and any Affiliate (including, after the Closing, the Purchaser, the Surviving Corporation and any Affiliate) from purchasing any raw materials, goods, supplies, services or products from any Person, including its Subsidiaries and Affiliates, (iv) sales agency, distribution or manufacturers representatives' agreements which provide for compensation on a commission basis which compensation is expected to exceed $50,000 in the twelve month period ending December 31, 2001; (v) collective bargaining agreements or other Contracts with any labor union or other labor organization relating to wages, hours and other conditions of employment in effect as of the date hereof; (vi) loan agreements, notes, mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing ...
Leases of Personal Property. Schedule 4.23 sets forth a true and complete list in all material respects of all equipment, other personal property and fixtures in the possession or custody of the Entities which, as of the date hereof, is leased or held under licence or similar arrangement and of the leases, licenses, agreements, or other documentation relating thereto.
Leases of Personal Property. (a) Schedule 4.27(a) correctly describes each lease under which the Company is the lessee of any personal property (collectively, the "Personal Property Leases"). The property described in all of the Personal Property Leases is presently and exclusively used in the business of the Company. The Company has all right, title and interest of the lessee under the terms of all of the Personal Property Leases to which it is a party. Other than any related consents listed in Schedule 4.27(a), no consent is necessary for the assignment of any Personal Property Lease for the consummation of this Agreement or any Transaction Document or the transactions contemplated hereby or thereby.
Leases of Personal Property. Schedule 3.1(v) sets forth a true and complete list in all material respects of the leases, licenses and agreements relating to personal property and fixtures leased by or licensed to the Vendor in the conduct by the Vendor of the Business which leases or licenses will be assigned or sublicensed to the Company;
