Owned and Leased Personal Property. 30 Section 4.20. Proprietary Rights . . . . . . . . . . . . . . . . . . . . . . 31 Section 4.21. Title to Other Properties. . . . . . . . . . . . . . . . . . . 33 Section 4.22. Commitments. . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 4.23. Capital Expenditures . . . . . . . . . . . . . . . . . . . . . 34 Section 4.24. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Section 4.25.
Owned and Leased Personal Property. (a) Section 4.19 of the Disclosure Statement accurately lists, in all material respects, of all machinery, equipment and other personal property with a current net book value of $2,500 or more included in the Property, Plant and Equipment owned and leased by the Company, which list states, in the case of each of those properties listed as being owned, whether it was previously owned, and in the case of each of those properties listed as being leased, whether it is presently owned, by any Stockholder or any of his Related Persons or Affiliates (other than the Company, if the Stockholder is an Affiliate of the Company).
Owned and Leased Personal Property. Real Property. Schedule 2.8 of the Disclosure Schedule identifies all tangible personal property that Seller owns or leases other than immaterial items of tangible personal property (the "Personal Property"). Except for Permitted Encumbrances and as set forth in Schedule 2.8 of the Disclosure Schedule, Seller owns all of the Personal Property (other than leased Personal Property) free and clear of all claims, liens, security interests, encumbrances, charges, obligations and other restrictions. Except as disclosed on Schedule 2.8 of the Disclosure Schedule, neither Seller nor any other party is in default under the terms of any lease with respect to Personal Property, and all such leases are in full force and effect. Schedule 2.8 of the Disclosure Schedule includes an attached copy of each such written lease or a description of each such oral lease. Schedule 2.8 of the Disclosure Schedule describes all tangible personal property that Seller uses or possesses but does not own or lease, and all tangible personal property that Seller owns or leases but does not possess and, in the latter case, gives the location of the property. All personal property that Seller owns or leases will be in the possession of Seller on the Closing Date or at the location specified on Schedule 2.8. Except as disclosed on Schedule 2.8 of the Disclosure Schedule, all of the Purchased Assets which are tangible property are in good-operating condition and, in the case of inventory, in good, salable condition. No tangible personal property other than the Personal Property will be needed by Buyer to operate the Business after the Closing in the manner in which the Business was operated immediately prior to the Closing. Except as identified on Schedule 2.8 of the Disclosure Schedule, Seller does not now and has never in the past owned or leased any real property or premises and does not know and has never in the past operated from any real property or premises, other than Seller's current lease of the Premises. As of the Closing, the Seller's lease of the Premises has been terminated.
Owned and Leased Personal Property. Schedule 2.8 of the Disclosure Schedule identifies all tangible personal property that Seller owns or leases and that is related to or used in connection with the Relay Business other than immaterial items of tangible personal property (the "Personal Property"). Except for Permitted Encumbrances and as set forth in Schedule 2.8 of the Disclosure Schedule, Seller owns all of the Personal Property (other than leased Personal Property) free and clear of all claims, liens, security interests, encumbrances, charges, obligations and other restrictions. Except as disclosed on Schedule 2.8 of the Disclosure Schedule, neither Seller nor any other party is in default under the terms of any lease with respect to Personal Property, and all such leases are in full force and effect. Seller has delivered to Buyer a copy of each such written lease or a description of each such oral lease. With respect to the Relay Business, Schedule 2.8 of the Disclosure Schedule describes all tangible personal property that Seller uses or possesses but does not own or lease, and all tangible personal property that Seller owns or leases but does not possess and, in the latter case, gives the location of the property. All personal property that Seller owns or leases in connection with the Relay Business will be in the possession of Seller on the Closing Date or at the location specified on Schedule 2.8. No tangible personal property other than the Personal Property and the tangible personal property which Buyer will be entitled to use pursuant to the License and Transition Service Agreement (hereinafter defined) will be needed by Buyer to operate the Relay Business after the Closing in the manner in which the Relay Business was operated immediately prior to the Closing.
Owned and Leased Personal Property. (a) Schedule 2.12(a) identifies all personal property owned by any Company having a current book value in excess of $50,000. Each Company has good and marketable title to, or a valid leasehold interest in, all personal property used in connection with the operation of the business of such Company, free and clear of all Liens, except for Permitted Liens. All such assets in the aggregate are (i) suitable for the purposes for which they are being used and for which they will be used as of the ClosingDate, (ii) in good operating condition and repair, ordinary wear and tear excepted, and (iii) in material conformity with all applicable Laws relating to their use and operation.
Owned and Leased Personal Property. 28 4.16 Intellectual Property. . . 28 4.17 Leased Real Property . . . 29 4.18 Owned Real Property. . . . 30 4.19
Owned and Leased Personal Property. Schedule 4.15 attached hereto contains a true, correct and complete copy of the asset register of the Federal Division as of September 27, 1997. Schedule 4.15 also sets forth all items of Personal Property not owned by Company, but in the possession of or used in the Business, including Leases of Personal Property having rental payments therefor in excess of $25,000 per year. Except as disclosed on Schedule 4.15:
Owned and Leased Personal Property. 11 3.5 Owned and Leased Real Property............................11 3.6 Inventory.................................................12 3.7 Contracts.................................................12 3.8
Owned and Leased Personal Property. (a) Purchaser has been provided with a schedule of the Personal Property owned by each Corporation (the "Owned Personalty"). Except as set forth on Schedule 3.4(a) attached hereto, each Corporation has good and marketable title to its Owned Personalty, free and clear of any and all Liens. The Owned Personalty constitutes all Personal Property used by the Corporations in the operation of their business, except for such items specified in Section 3.4(b) hereof.
Owned and Leased Personal Property. (a) SCHEDULE 4.19 accurately lists, in all material respects, all machinery, equipment and other personal property included in the Property, Plant and Equipment owned and leased by the Company, which list states, in the case of each of those properties listed as being owned, whether it was previously owned, and in the case of each of those properties listed as being leased, whether it is presently owned, by the Stockholder or any of its Related Persons or Affiliates (other than the Company).
