Personal Property and Inventory. Attached hereto as Exhibit F is a true and correct list of the inventory of tangible personal property and equipment owned and used in the operation of the Property.
Personal Property and Inventory. (1) Seller has and will convey to Petro good, indefeasible and marketable title to the Personal Property and Inventory, free and clear of any Liens (including without limitation all leases, licenses, and restrictions) other than Permitted Encumbrances.
(2) Seller has complied in all material respects with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Personal Property and Inventory and any part thereof.
(3) The Personal Property material to the Business is in good commercial condition. The Inventory is saleable in the ordinary course of business.
Personal Property and Inventory. All of the Personal Property being conveyed by Contributor hereunder are free and clear of all liens and encumbrances except for the Existing Lien and those which will be discharged by Contributor at Closing, and Contributor has good and merchantable title thereto and the right to convey same in accordance with the terms of this Agreement.
Personal Property and Inventory. That attached hereto as Exhibit C is a true and correct list of the inventory of tangible personal property and equipment owned and used in the operation of the Project.
Personal Property and Inventory. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries has good and valid title to, or holds pursuant to a valid and enforceable right to use under a Contract, all of their respectively owned tangible personal properties as necessary to conduct their respective businesses as currently conducted as of the date of this Agreement, free and clear of all Liens (except for Permitted Property Liens). All material inventory of raw materials, components, and final finished products are in good and usable condition, has been manufactured and stored in accordance with all applicable Laws in all material respects and can reasonably be anticipated to be used and consumed in the ordinary course of business. The Company and each of its Subsidiaries have accurate records of the location of all such material inventory and the expiration dates for all such material inventory, if applicable.
Personal Property and Inventory. 13.1. Buyer shall obtain state and local UCC searches to the Closing Date against Seller, Seller's Seller and Seller's Tenant with respect to Purchased Assets. Buyer shall promptly notify Seller of any financing statements found to be filed with respect to the Purchased Assets, together with a copy of such report, and Seller shall undertake to obtain releases or payoff letters of them unless subject to capital leases to be assumed by Buyer hereunder.
13.2. At a mutually convenient time or times during the Feasibility Period, a representative of Buyer and Seller's Tenant may inspect and inventory all items of Personal Property and Inventory. A representative of Seller and Seller's Tenant may be present during the inspection and inventory.
Personal Property and Inventory. (i) Schedule 3.6(c)(i) lists each item of material tangible personal property owned, rented, leased or used by Company; the quantity of each item and the location of such personal property; and where applicable, the serial number of each item of personal property. Schedule 3.6(c)(i) also lists separately each automobile, truck or other automotive equipment owned, rented, leased or used by Company. As to each item of personal property owned by Company, Schedule 3.6(c)(i) lists the date such property was purchased, the net book value thereof and whether or not such property is subject to a lien, encumbrance, title retention or security arrangement. As to each such item of personal property subject to a lien, encumbrance, title retention or security arrangement, Schedule 3 .6(c)(i) identifies the holder and nature thereof and the amount and repayment terms of the underlying debt which such lien, encumbrance, title retention or security arrangement secures. With regard to each item of personal property rented or leased by Company, Schedule 3.6(c)(i) identifies the party from whom such property is rented or leased, the date and term of the lease or rental agreement, the amount of rent payable and any renewal and purchase options. Except as set forth in Schedule 3.6(c)(i), no personal property used by Company in connection with its business is held under any lease, conditional sale contract, installment sale contract or other lien, encumbrance, title retention or security arrangement, or is located at a place not in the possession of Company. Each item of personal property identified in Schedule 3.6(c)(i) is in good working condition and is in a good state of maintenance and repair. For purposes of this Section 3.6(c)(i) only, "material" shall be deemed to mean having an original cost of Ten Thousand Dollars ($10,000) or more.
Personal Property and Inventory. Schedule 3.07 attached hereto sets forth: (i) a true, correct and complete, in all material respects, list of all Assets which constitute tangible personal property and Inventory owned by the Transferor as of the date hereof having either a net book value per unit or historical cost per unit; or not owned by the Transferor but in the possession of or used or useful in the business of the Transferor (collectively, the "Personal Property"); and (ii) a description of the owner of, and any agreement relating to the use of, each item of Personal Property not owned by the Transferor and the circumstances under which such Property is used. Except as disclosed in Schedule 3.07:
(a) the Transferor has good and marketable title to the Personal Property, free and clear of all liens, leases, encumbrances, claims under bailment and storage agreements, equities, conditional sales contracts, security interests, charges and restrictions, except for liens, if any, for personal property taxes not due;
(b) no officer or director, nor, to the actual knowledge of the Transferor, any member or employee of the Transferor, or any spouse, child or other relative or affiliate thereof, owns directly or indirectly, in whole or in part, any of the Personal Property described in Schedule 3.07;
(c) to the actual knowledge of the Transferor, each item of Personal Property not owned by the Transferor is in such condition that upon the return of such property to its owner in its present condition at the end of the relevant lease term or as otherwise contemplated by the applicable agreement between the Transferor and the owner or lessor thereof, the obligations of the Transferor to such owner or lessor will be discharged; and
(d) the Personal Property is adequate for the conduct of the business of the Transferor as currently conducted and is in materially good operating condition and repair, normal wear and tear excepted, and is currently used by the Transferor in the ordinary course of its business.
Personal Property and Inventory. All of the Personal Property and Inventory being conveyed by Seller hereunder are free and clear of all liens and encumbrances except for (a) equipment leases that are a part of the Contracts, and (b) those which will be discharged by Seller as of the Close of Escrow, and Seller has good and marketable title to and the right to convey the same in accordance with the terms of this Agreement.
Personal Property and Inventory. The sale price shall include all owned and assignable or transferable leased furniture, fixtures, equipment and other personal property (the “Personal Property”) used in, or in connection with, the Business. The sale price does not include the saleable goods, wares and merchandise of the Business (the “Inventory”). Prior to closing, the Inventory shall be inventoried at Seller’s cost, and the agreed value thereof shall be added to the sale price.
