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).
(b) Except as accurately set forth in Section 4.19 of the Disclosure Statement and except for Permitted Liens, the Company has good, valid and indefeasible title to, free and clear of all Liens, each asset listed in that Section as being owned, free and clear of all Liens.
(c) The Company has provided Purchaser with true, correct and complete copies of all leases under which the Company is leasing each of the properties listed in Section 4.19 of the Disclosure Statement as being leased and all leases referred to in Section 4.21 and, except as accurately set forth in Section 4.19 of the Disclosure Statement, (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.
(d) Except as accurately set forth in Section 4.19 of the Disclosure Statement, all items of machinery, equipment and other personal property listed therein 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.
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. 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.
(b) Schedule 3.4(b) attached hereto lists all Personal Property in the possession of the Corporations which is owned by or in which an interest is, to the Knowledge of Sellers, claimed by any other individual, firm, corporation, partnership, or other person or entity ("Person") (whether a customer, supplier or other entity) ("Leased Personalty"). Except as set forth on Schedule 3.4(b), all leases or other contracts or licenses providing any Corporation with the right to use the Leased Personalty (the "Personalty Leases") are in writing and a copy of each such Personalty Lease has been delivered to Purchaser, and there are no amendments to or modifications of any such Personalty Leases, except as set forth on Schedule 3.4(b). Each Corporation has performed all obligations required to be performed by it to date under the Personalty Leases, and to the Knowledge of the Sellers no other party is in default (or would be in default on the giving of notice or the lapse of time or both) under any Personalty Lease.
Owned and Leased Personal Property. Real Property. Schedule 2.8 identifies all assets relating exclusively to the Business which are leased by Seller or CD Mexico (collectively the "Leased Property"). Except as disclosed on Schedule 2.8, neither Seller nor any other party is in default under the terms of any lease with respect to Leased Property, and all such leases are in full force and effect. Schedule 2.8 includes an attached copy of each such written lease or a description of each such oral lease. Schedule 2.8-1 describes all tangible personal property that Seller or CD Mexico uses or possesses with respect to the Business but does not own or lease, and all personal property that Seller owns or leases but does not possess and, in the latter case, gives the location of the property. All assets relating exclusively to the Business which Seller owns or which Seller or CD Mexico lease is, and will be on the Closing Date, in possession of CD Mexico at the Premises or at the location specified on Schedule 2.8-1. Except as disclosed on Schedule 2.8 or Schedule 2.8-1, all of the Purchased Assets and all Leased Property are in good-operating condition and repair and, in the case of inventory, in good, salable condition. Except as discussed in the Side Agreement between the parties, dated July 24, 1998, which is incorporated herein by reference, all inventory, work in process and raw materials meet, and have been tested in accordance with, the specifications and procedures used by CD Mexico immediately prior to the date of this Agreement. Except as set forth on Schedule 2.8-2, no tangible or intangible property other than the Purchased Assets and the Leased Property will be needed by Buyer to manufacture and sell the Relays after the Closing in the manner in which the Business was operated immediately prior to the Closing. Schedule 2.8-2, attached hereto, describes assets which do not relate exclusively to the Business, but are used in connection with and material to the Business. Except as identified on Schedule 2.8 the Business is not operated from any real property or premises and does not now and has not during the preceding twelve (12) months operated from any real property or premises, other than the Premises and the locations specified on Schedule 2.8.
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.
(b) Except as disclosed in Schedule 2.12(b), no Company is a party to any personal property lease with lease payments during the remaining term of the lease in excess of $50,000. All leases identified on Schedule 2.12(b) are in full force and effect. No Company is in material default under any of the leases identified on Schedule 2.12(b), and, to Parent’s knowledge, no other party thereto is in material default under any such leases.
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. (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).
(b) Except as accurately set forth in SCHEDULE 4.19 and except for Permitted Liens, the Company has good, valid and indefeasible title to, free and clear of all Liens, each asset listed in that Section as being owned, free and clear of all Liens.
(c) The Company has provided Purchaser with true, correct and complete copies of all leases under which the Company is leasing each of the properties listed in SCHEDULE 4.19 as being leased and all leases referred to in SCHEDULE 4.21 and, except as accurately set forth in SCHEDULE 4.19, (i) each of those leases is, to the knowledge of the Company, the MTM Stockholders and the Stockholder, valid and binding on the lessor party thereto, and (ii) the Company has not sublet any of the leased property to any other Person.
(d) Except as accurately set forth in SCHEDULE 4.19, all items of machinery, equipment and other personal property listed therein 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.
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:
(a) The Federal Division has good and marketable title to each item of Personal Property listed in the asset register or acquired (and not disposed of) in the Ordinary Course of Business thereafter free and clear of all Encumbrances, except for Permitted Encumbrances; and
(b) The Equipment is in good operating condition and repair, normal wear and tear excepted, is currently used in the Business in the ordinary course and normal maintenance has been consistently performed with respect to the Equipment.
