Owned and Leased Tangible Personal Property. (a) Schedule 1.1(b) attached hereto sets forth a true and correct --------------- listing of all of the Rental Equipment of the Companies, and Schedule 1.1(e) --------------- attached hereto sets forth a true and correct listing of all Furniture and Fixtures of the Companies. All of the Rental Equipment, Furniture and Fixtures, Spare Parts, Inventory and Consumables, Machinery and Tools , Mats, and Shop Equipment and Rigging, and other items of tangible personal property owned or leased by the Companies or any of them and part of the Acquired Assets, are all located on the Premises, except for any Rental Equipment which is presently leased to customers and is located on the customer's job site.
(b) Except as disclosed on Schedule 4.8, good and marketable title to ------------ all of the owned Rental Equipment, Furniture and Fixtures, Spare Parts, Inventory and Consumables, Machinery and Tools, Mats, and Shop Equipment and Rigging, and other items of tangible personal property which are included in the Acquired Assets, is held by the Companies, and will be held by Seller on the Closing Date, free and clear of any claim, lease, mortgage, security interest, conditional sale agreement or other title retention agreement, restriction or Lien or encumbrance of any kind or nature whatsoever.
(c) Except as set forth on Schedule 4.8, none of the Furniture and ------------ Fixtures, Spare Parts, Inventory and Consumables, Machinery and Tools, Mats, and Shop Equipment and Rigging are held by the Companies under lease.
(d) Except as set forth on Schedule 1.1(b), no Rental Equipment, has --------------- been acquired by the Companies since December 31, 1998.
(e) True, correct and complete copies of all motor vehicle registrations and certificates of title for the Cranes, Vehicles and Earth Moving Equipment have been delivered by the Companies to Buyer prior to the date hereof, and originals thereof, endorsed for transfer, will be delivered to Buyer at Closing. In the case of any Cranes or Earth Moving Equipment not required to have a motor vehicle registration or certificate of title, Companies have delivered to Buyer prior to the date hereof true, correct complete copies of the manufacturer's statement of origin.
Owned and Leased Tangible Personal Property. Title to all of the Company's owned equipment, vehicles, furniture and fixtures and other items of owned tangible personal property is held by the Company free and clear of any claim, lease, mortgage, security interest, conditional sale agreement or other title retention agreement, restriction or lien or encumbrance of any kind or nature whatsoever, except as set forth on Schedule 3.1(v). The Company has a valid leasehold interest in all tangible --------------- personal property material to its business held by it under lease, and true, correct and complete copies of said leases have been delivered by the Company to the Parent. To the knowledge of the Company, said leases are valid and binding and in full force and effect. The Company is not in default as to the payment of rent and has not received written notice of any other default thereunder.
Owned and Leased Tangible Personal Property. No Project Company owns any Tangible Personal Property other than as set forth on the Balance Sheet.
Owned and Leased Tangible Personal Property. Schedule 2.16 hereto sets forth a true and correct list and brief description of all of the software programs, firmware, equipment, vehicles, furniture, fixtures, engineering and other drawings, schematics, blueprints, designs, other tangible property in any form whatsoever embodying information and know-how with respect to Colonial’s, SP’s or the Operating Companies’ business, and other items of tangible personal property owned or leased by Colonial, SP or the Operating Companies all being located as indicated thereon, and all being freely removable by Colonial, SP or the Operating Companies unless otherwise indicated (collectively “Tangible Personal Property”). Except as set forth on Schedule 2.16 hereto, Colonial, SP or the Operating Companies have and will have on the Closing Date all right, title and interest in, and good and marketable title to, its owned Tangible Personal Property free and clear of any claim, lease, pledge, mortgage, security interest, conditional sale agreement or other title retention agreement, restriction, lien or encumbrance of any kind or nature whatsoever. Each lease and license relating to any of the Tangible Personal Property is valid and binding and in full force and effect, and is not in default as to the payment of rent or otherwise. All leases and licenses relating to the Tangible Personal Property have heretofore been delivered by Colonial, SP or the Operating Companies to THC and are set forth on Schedule 2.16A. Consummation of the transactions contemplated by this Agreement will not constitute an event of default under any of said leases or licenses and the continuation, validity and effectiveness of such leases and licenses will not be adversely affected by the transactions contemplated hereby.
Owned and Leased Tangible Personal Property. Attached hereto as Schedule 6.6 is an inventory of all items of tangible, personal property and equipment included within the Interests. To the actual knowledge, information and belief of Seller, title to all of such owned equipment and fixtures and other items of tangible personal property is held by the Seller and/or the Partnership, as applicable, free and clear of any claim, lease, mortgage, security interest, conditional sale agreement or other title retention agreement, restriction or lien or encumbrance of any kind or nature whatsoever, except as set forth on Schedule 6.6.
Owned and Leased Tangible Personal Property. (a) Title to all items of tangible, personal property and equipment included within the Historical Properties is held by Argosy, free and clear of any claim, lease, mortgage, security interest, conditional sale agreement or other title retention agreement, restriction or Lien or encumbrance of any kind or nature whatsoever, except as set forth on Schedule 3.11, and other than the rights of Argosy’s joint venture partners set forth on Schedule 3.20(a)(v).
(b) Each item of tangible personal property and equipment is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business. No item of tangible personal property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. Except as disclosed in Schedule 3.11, all items of tangible personal property and equipment used in Argosy’s business is in the possession of Argosy.
Owned and Leased Tangible Personal Property. 21 6.11 Sufficiency of Assets........................................................ 21 6.12
Owned and Leased Tangible Personal Property. Except as set forth ------------------------------------------- on Schedule 6.10 hereto, Seller has, and will have on the Closing Date, good and marketable title to, or a valid leasehold interest in, all of the machinery, equipment, vehicles, furniture, fixtures and other tangible personal property owned or leased by Seller and used by the Division (collectively, "Tangible Personal Property"), free and clear of any lien, restriction, security interest or other encumbrance. Each lease of Tangible Personal Property is enforceable against Seller and, to the best of Seller's knowledge, against the other party thereto, in each case, in accordance with its terms. The maintenance and operation of the Tangible Personal Property complies in all material respects with all applicable laws, ordinances, rules and regulations of Governmental Agencies. The Tangible Personal Property is in good operating condition and repair in all material respects in light of its ages, ordinary wear and tear excepted.
Owned and Leased Tangible Personal Property. Section 3.8 of the Disclosure Schedule sets forth a true and correct list and brief description of all of the machinery, tools, software programs, firmware, equipment, automobiles, furniture, fixtures, other tangible property in any form whatsoever embodying information and know-how with respect to the business of the Acquired Companies and other items of tangible personal property owned or leased by the Acquired Companies, all being located as indicated thereon, and all being freely removable by the Acquired Companies unless otherwise stated hereinafter (collectively, "Tangible Personal Property"). The Acquired Companies have, and will have on the Closing Date, all right, title and interest in, and good and marketable title to, the Tangible Personal Property, free and clear of any claim, lease, pledge, mortgage, security interest, conditional sale agreement or other title retention agreement, restriction, lien or Encumbrance of any kind or nature whatsoever. Except as set forth Section 3.8 of the Disclosure Schedule, each lease and license relating to any of the Tangible Personal Property is valid and binding and in full force and effect, and is not in default as to the payment of rent or otherwise. True, complete and correct copies of all leases and licenses relating to the Tangible Personal Property have heretofore been delivered by the Acquired Companies to Buyer. None of the Contemplated Transactions will constitute an event of default under any of said leases or licenses and the continuation, validity and effectiveness of such leases and licenses will not be adversely affected by the Contemplated Transactions.
Owned and Leased Tangible Personal Property. (a) Except (i) as reflected in the Financial Statements, (ii) as set forth on Schedule 3.13(a) hereto, (iii) for liens for taxes not yet delinquent, ---------------- (iv) for mechanic's, materialmen's and similar liens which have arisen in the ordinary course of business, (v) purchase money security interests, or (vi) for other liens which are immaterial in amount or character individually and in the aggregate (the foregoing being collectively referred to as "Permitted Liens"), the Company has and will have on the Closing Date all right, title, and interest in, and good and valid title to, its owned tangible personal property, free and clear of any claim, lease, pledge, mortgage, security interest, conditional sale agreement or other title retention agreement, restriction, lien or encumbrance of any kind or nature whatsoever.
(b) Schedule 3.13(b) contains a complete and accurate list of all ---------------- material personal property leased by the Company. True and correct copies of all leases for material personal property and any amendments, extensions or renewal thereof have previously been delivered to Buyer by Seller. Each material lease relating to any tangible personal property is valid and binding against the Company, is in full force and effect, and is not in default by the Company as to the payment of rent.
