Owned Tangible Personal Property. 21 3.16 Condition of Buildings and Tangible Personal Property.....................................22 3.17 Accounts and Notes Receivable.............................................................22
Owned Tangible Personal Property. Effective as of 12:01 a.m., Eastern Standard Time, on the US Transfer Date, except as otherwise provided herein, all tangible personal property, including all equipment, machinery, vehicles, leasehold improvements, furniture, fixtures, signs, inventories, tools (other than customer owned tools) and other personal property owned by Ford and (i) reflected on the combined balance sheet for the Business as of March 31, 2000, as prepared by Ford (the "Balance Sheet"), including assets written off or expensed but still used exclusively by the Business, or (ii) which are located on the properties referred to in Schedules A and B and used exclusively in the Business, provided, however, with respect to inventories, including raw materials, stores, spare parts, containers, work in process, finished goods and other supplies and materials, those (A) located on the properties referred to in Schedules A and B or in transit to or from such locations or in the possession of the suppliers of the Business as of the US Transfer Date and (B) either reflected on the Balance Sheet or used exclusively in the Business, are included, or (iii) used exclusively in the Business, wherever located, to the extent that Visteon identifies and requests, in writing prior to October 1, 2000, such assets from Ford and Ford determines such assets are not useful to Ford for its operations. In the event Visteon requests assets pursuant to clause (iii) immediately above, and Ford determines not to transfer any such assets, Visteon will be provided with the use of such assets under the terms of the Master Separation Agreement for the provision of transitional services. The Balance Sheet will be prepared using the same accounting principles under which the balance sheet of the Business, at December 31, 1999, was prepared.
Owned Tangible Personal Property. The Company owns or has the right to use all personal property necessary for the conduct of its business as presently conducted. Stonepath's Schedules set forth a list of the items of tangible personal property owned by the Company where the cost of each item individually exceeds $100,000 (the "Tangible Personal Property"). Except as set forth on Schedule 3.15 hereto and except for property disposed of in the Ordinary Course of Business of the Company, the Company has all right, title and interest in, and good title to, the Tangible Personal Property owned by it is free and clear of any Encumbrance of any kind or nature whatsoever. With respect to each item of Tangible Personal Property, (i) there are no leases, subleases, licenses, options, rights, or concessions or other agreements, written or oral, granting to any party or parties the right of use of any portion of such item of Tangible Personal Property, (ii) there are no outstanding options or rights of first refusal in favor of any other party to purchase any such item of Tangible Personal Property or portion thereof or interest therein, and (iii) there are no parties other than the Company which are in possession of or are using such Tangible Personal Property. Copies of all leases and licenses relating to the Tangible Personal Property have heretofore been delivered by the Company to Purchaser.
Owned Tangible Personal Property. The Company owns or has the right to use all personal property necessary for the conduct of its business as presently conducted. The Shareholders' Schedules set forth a list of the items of tangible personal property owned by the Company where the replacement value of each item individually exceeds $10,000 (the "Tangible Personal Property"). Except as set forth on Schedule 3.15 hereto and except for property disposed of in the Ordinary Course of Business of the Company, the Company has all right, title and interest in, and good title to, the Tangible Personal Property free and clear of any Encumbrance of any kind or nature whatsoever. With respect to each item of Tangible Personal Property, (i) there are no leases, subleases, licenses, options, rights, or concessions or other agreements, written or oral, granting to any party or parties the right of use of any portion of such item of Tangible Personal Property, (ii) there are no outstanding options or rights of first refusal in favor of any other party to purchase any such item of Tangible Personal Property or portion thereof or interest therein, and (iii) there are no parties other than the Company which are in possession of or are using such Tangible Personal Property. Copies of all leases and licenses relating to the Tangible Personal Property have heretofore been delivered by the Company to Purchaser.
Owned Tangible Personal Property. The Company owns or has the right to use all personal property necessary for the conduct of the Company Business as presently conducted, including without limitation, the tangible personal property referenced within and/or listed on attachments or schedules to the real estate leases described in Schedule 3.14 (collectively, the “Tangible Personal Property”). Except as set forth on 3.15 hereto and except for property disposed of in the Ordinary Course of Business of the Company, the Company has all right, title and interest in, and good title to, the Tangible Personal Property free and clear of any Encumbrance. With respect to each item of Tangible Personal Property, (i) there are no leases, subleases, licenses, options, rights, or concessions or other agreements, written or oral, granting to any party or parties the right of use of any portion of such item of Tangible Personal Property, (ii) there are no outstanding options or rights of first refusal in favor of any other party to purchase any such item of Tangible Personal Property or portion thereof or interest therein, and (iii) there are no parties other than the Company that are in possession of or are using such Tangible Personal Property. Copies of all leases and licenses relating to the Tangible Personal Property have heretofore been delivered by the Company to Purchaser.
Owned Tangible Personal Property. Seller and Acquiror -------------------------------- acknowledge that Schedule 6.
7.1 is an incomplete listing as of the date of this -------------- Agreement of the tangible personal property owned by Seller that is used by Seller in connection with the conduct of the Business, except for Inventory and items of tangible personal property having a book value of less than $20,000 (the "Owned Tangible Personal Property"). Upon the completion of a more complete
7.1 contemplated by Section 8.2, to Seller's knowledge, such Schedule -------------- ----------- --------
6.7.1 shall contain a listing of all the Owned Tangible Personal Property ----- necessary to conduct the Business as such is being conducted as of the date of this Agreement. Except as listed or described on Schedule 6.7.1, at the Closing -------------- Seller will Transfer to Acquiror title to the Owned Tangible Personal Property that is included in the Purchased Assets, free and clear of all Liens except for Permitted Liens.
Owned Tangible Personal Property. Schedule 3.15 sets forth a list of the tangible personal property of the Company (the "Tangible Personal Property"). Except as set forth on Schedule 3.15 hereto and except for property disposed of in the ordinary course of business of the Company, the Company has and will have at the Closing all right, title and interest in, and good title to, the Tangible Personal Property free and clear of any claim, lease, pledge, mortgage, security interest, conditional sale
Owned Tangible Personal Property. Schedule 4.13(a) lists as of the Signing Date all of the tangible personal property (including all machinery, equipment, vehicles, structures, fixtures and furniture) owned by Company having a net book value in excess of $5,000 and used in the Business, located on its premises or shown on the Interim Balance Sheet or acquired after the date thereof (except for such tangible personal property subsequently sold in the ordinary course of business and consistent with past practice).
Owned Tangible Personal Property. (a) All machinery, operating equipment and supplies, office equipment and supplies, furniture, office and telephone equipment, computer hardware and software and other tangible personal property (and not otherwise within the categories described in Section 2.1.3(b) hereof) owned by Allex xxx relating to the Transferred Business (the "Personal Property") wherever located, together with all spare, maintenance and replacement parts and accessories to any of the foregoing.
(b) The cars, trucks or other motor vehicles owned by Allex xxxating to the Transferred Business identified on SCHEDULE 2.1.3(B) hereto, wherever such motor vehicles may be located (the "Motor Vehicles").
Owned Tangible Personal Property. Attached ----------------------------------------------------------------------------------------------------------------------------- Alysis Computer Assets that will be transferred to buyer Schedule 3.2 (?) ------------------------------------------------------------------------------------------------------------------------------ Product PC Name PC System Server Name Server System Other Other descr. Comment Book Value ------------------------------------------------------------------------------------------------------------------------------ CV ? G2000 Chaz 500 ------------------------------------------------------------------------------------------------------------------------------ CV ? G2000 Vikram 500 ------------------------------------------------------------------------------------------------------------------------------ CV russ1 G2000 Petere 500 ------------------------------------------------------------------------------------------------------------------------------ Java Dev ------------------------------------------------------------------------------------------------------------------------------ XX xxxxx G2000 Xxxxxxx 500 ------------------------------------------------------------------------------------------------------------------------------ CV teddy G2000 CV Test 500 ------------------------------------------------------------------------------------------------------------------------------ CV ? Thinkpad Laptop Xxxxxxxxxx 500 ------------------------------------------------------------------------------------------------------------------------------ XX xx xx 00000 Miracle Raye 3.1 500 ------------------------------------------------------------------------------------------------------------------------------ CV iapc16 Miracle CV Test 500 ------------------------------------------------------------------------------------------------------------------------------ CV iapc17 Miracle CV Test 500 ------------------------------------------------------------------------------------------------------------------------------ CV iapc62 Xxxxxxx Xxxxxx 500 ------------------------------------------------------------------------------------------------------------------------------ CV mantest1 Miracle Manny 500 ------------------------------------------------------------------------------------------------------------------------------ zip drive -------------------------------------------------------------------------------------------...
