Removal of Personal Property Seller shall remove from the Property by the Possession Date all debris and Seller’s personal property not conveyed by Xxxx of Sale to Buyer.
Replacement of Personal Property No personal property included as part of the Property shall be removed from the Property unless the same is replaced with similar items of at least equal quality prior to the Closing Date.
Condition of Personal Property All tangible personal property, equipment, fixtures and inventories included within the assets of the Company are in good, merchantable or in reasonably repairable condition and are suitable for the purposes for which they are used. No value in excess of applicable reserves has been given to any inventory with respect to obsolete or discontinued products. To the best of the Company's knowledge, all of the inventories and equipment, including equipment leased to others, are well maintained and in good operating condition.
Valid Title Such Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.
Record Title Xxxxx has the right to review and object to the Abstract of Title or Title Commitment and any of the 330 Title Documents as set forth in § 8.5 (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer’s 331 objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or 332 any other unsatisfactory title condition, in Xxxxx’s sole subjective discretion. If the Abstract of Title, Title Commitment or Title 333 Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment 334 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to 335 Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (1) any 336 required Title Document not timely received by Xxxxx, (2) any change to the Abstract of Title, Title Commitment or Title Documents, 337 or (3) any endorsement to the Title Commitment. If Seller receives Buyer’s Notice to Terminate or Notice of Title Objection, 338 pursuant to this § 8.2 (Record Title), any title objection by Xxxxx is governed by the provisions set forth in § 8.5 (Right to Object to 339 Title, Resolution). If Seller has fulfilled all Seller’s obligations, if any, to deliver to Buyer all documents required by § 8.1 (Evidence 340 of Record Title) and Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection by the applicable deadline 341 specified above, Xxxxx accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title Documents 342 as satisfactory.
Project Title Enter the title of the exhibition.
Real Property; Title to Assets (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or any of the Company Subsidiaries (collectively, the “Owned Real Property”). Except as would not have a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good and valid fee title to each Owned Real Property, in each case free and clear of all Liens and defects in title, except for Permitted Liens. Neither the Company nor its Subsidiaries has granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein. Neither the Company nor its Subsidiaries have leased or otherwise granted to any person the right to use or occupy any of the Owned Real Property or any portion thereof.
(b) No member of the Company Group leases any real property, and no member of the Company Group is a party to any Contract to lease any real property or interest therein.
(c) Except as would not have a Company Material Adverse Effect, (i) the Company Group has valid and subsisting ownership interests in all of the tangible personal property reflected in the Latest Balance Sheet as being owned by the Company Group or acquired after the date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, other than Permitted Liens, and (ii) such tangible personal property is in good operating condition and repair (normal wear and tear excepted) and is adequate and suitable for the operation of the business of the Company Group, as currently conducted.
Data – Title To All materials, documents, data or information obtained from the County data files or any County medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the County. Such data or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be returned to the County at the end of this Contract.
Exclusive Property The Executive confirms that all protected information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by the Executive relating to the business of the Company shall be and remain the property of the Company Group.
RISK AND TITLE (a) Risk of damage to or loss of the Goods shall pass to the Customer at the time when:
i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or
ii) the Company notifies the Customer that the Goods are available for collection.
(b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall not pass to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other amounts are outstanding from the Customer to the Company.
(c) Until title to the Goods has passed to the Customer, the Customer shall:
i) hold the Goods on a fiduciary basis as the Company’s bailee;
ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and
vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business.
(d) The Company is irrevocably authorised at any time to enter the Customer’s premises or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal.
(e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.
