Other Tangible Assets. (a) Schedule 4.20(a) discloses all leases, including capital leases, under which the Operational Sellers are leasing their respective properties, plant and equipment and other tangible assets other than the Leased Premises. Copies of each of such leases have been provided to Buyer and (i) each of those leases is valid and binding on the lessor party thereto and (ii) no Person other than the Operational Sellers has any rights of a lessee thereunder.
(b) All the Purchased Assets are in good working order and good condition, ordinary wear and tear excepted, and adequate for the purposes for which they presently are being used or held for use.
(c) As of the Closing, Buyer will have good, valid and marketable title to all of the Purchased Assets with full power to sell, transfer and assign the same free and clear of any Lien (other than the Purchased Assets subject to Capital Leases). There are no properties or assets, tangible or intangible, owned by any Person other than the Sellers which are used in connection with the Business operated by the Sellers.
Other Tangible Assets. There are no leases, including capital leases, that are Material to the Business under which HBI or any of its Subsidiaries is leasing property, plant and equipment or other tangible assets (other than real properties).
Other Tangible Assets. Seller and each of its Subsidiaries has good title to, or a valid leasehold interest in, the material machinery, equipment, and other tangible assets necessary for the conduct of its business as presently conducted. Except as to title, Seller makes no other warranties to Buyer of any kind (whether express, implied, statutory or otherwise), including, but not limited to, warranties of merchantability or fitness for a particular purpose or any other warranty or representation regarding the material machinery, equipment or other tangible assets owned by Seller with respect to their condition, status, operating capacity, reliability or quality. There are no mortgages, Liens, pledges, security interests or other encumbrances to which any real property or personal property of Seller or any Subsidiary is subject.
Other Tangible Assets. 10 Section 2.20. Proprietary Rights......................................10 Section 2.21. Relations With Governments, etc.........................10 Section 2.22. Commitments.............................................11 Section 2.23. Inventories.............................................12 Section 2.24. Insurance...............................................12 Section 2.25.
Other Tangible Assets. All other tangible assets and personal property owned by Seller and used in or relating to the conduct of the Business other than the Excluded Assets.
Other Tangible Assets. (a) Schedule 7.18(a) lists and correctly describes in all material respects (i) all tangible personal property, including furniture, fixtures and equipment, owned by each of the Seller and the Joint Venture and (ii) all leases, including capital leases, of property, plant, equipment or other tangible assets (other than real property) that are Material to the Seller and the Joint Venture. In the case of owned personal property, except as Schedule 7.18(a) sets forth, each of the Seller and the Joint Venture has good and valid title to, or holds under a lease that is valid and binding on the Seller or the related Joint Venture, as the case may be, for, all its tangible personal properties and assets, in each case free and clear of all Liens, except for Permitted Liens.
(b) Except as set forth in Schedule 7.18(b), (i) each of the personal property leases described on Schedule 7.18(a) is valid and binding on the lessee and, to the knowledge of the Seller, lessor, and (ii) the Seller has not sublet any of its leased tangible personal property to any other Person.
(c) Except as set forth in Schedule 7.18(c), all the tangible personal property listed on Schedule 7.18(a) is in reasonable working order, ordinary wear and tear excepted, and adequate (i) for the purposes for which they presently are being used or held for use and (ii), excluding inventory, to maintain the types and levels of products and services that the Seller and the Joint Ventures presently provide and anticipate providing during the year ending December 31, 2007.
Other Tangible Assets. All other tangible assets of Seller of every kind and description, real, personal or mixed, wherever located, which are carried on the books of the Business or which are owned by Seller and used in connection with the Business.
Other Tangible Assets. (a) Schedule 2.19 accurately discloses all leases, including capital leases, that are Material to the Company under which the Company or a Company Subsidiary is leasing its property, plant and equipment and other tangible assets other than real properties. Except as accurately set forth in Schedule 2.19, (i) each of those leases is, to the knowledge of the Company, valid and binding on the lessor party thereto and (ii) the lessee party thereto has not sublet any of the leased property to any Person other than the Company or a Company Subsidiary.
(b) Except as accurately set forth in Schedule 2.19, all the property, plant and equipment of the Company and its Subsidiaries are in good working order and condition, ordinary wear and tear excepted, and adequate for the purposes for which they presently are being used or held for use.
Other Tangible Assets. (a) SECTION 2.20 OF THE DISCLOSURE STATEMENT discloses all leases, including Capital Leases, that are Material to the Company under which the Company or a Company Subsidiary is leasing its property, plant and equipment and other tangible assets other than real properties. Except as set forth in that Section, (i) each of those leases is, to the knowledge of the Stockholders and of the Company, valid and binding on the lessor party thereto and (ii) the lessee party thereto has not sublet any of the leased property to any Person other than the Company or a Company Subsidiary.
(b) Except as set forth in SECTION 2.20 OF THE DISCLOSURE STATEMENT, all the property, plant and equipment of the Company and the Company Subsidiaries are adequate for the purposes for which they presently are being used or held for use.
Other Tangible Assets. Purchase from ProMedCo at book value all of the equipment listed as set forth in the CFP Stock Purchase Agreement and the FMC Stock Purchase Agreement, including all replacements and additions thereto made by ProMedCo with the approval of the Policy Council pursuant to the performance of its obligations under this Agreement, and all other tangible Assets, including, but not limited to inventory, supplies, accounts receivable less Adjustments and other tangible Assets set forth on the Opening Balance Sheet, as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of the Clinic, depreciation, amortization and other adjustments of Assets shown on the Opening Balance Sheet.
