Personal Property; Inventories Sample Clauses

Personal Property; Inventories. DeltaPoint has good and marketable title to, and is in possession of or has control over, all of the personal property comprising the Assets, none of which is held under or subject to any pledge, lien, lease, encumbrance, conditional sales contract or other security arrangement except to the extent described in Schedule 2.9(a) hereto. DeltaPoint's inventories of DeltaGraph are as shown on Schedule 2.9(b) hereto and are in good and merchantable condition and are of a quality suitable and usable or saleable in the ordinary course of business for the purposes for which such inventories are intended (other than any work in process which is subject to completion). There has been no material adverse change in DeltaPoint's inventories of DeltaGraph since April 30, 1997.
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Personal Property; Inventories. (a) Schedule 2.1(c) sets forth a description of all Equipment owned by Seller and used in connection with the Business, and separately sets forth all Equipment (other than Excluded Assets) (i) leased by Seller, (ii) which is in the possession of Seller and owned by other persons or (iii) owned by Seller and is in the possession of other persons. All Equipment owned, leased or used by Seller in connection with the Business is fit for operation in the usual course of business as currently conducted, ordinary wear and tear excepted, and all such Equipment is located on premises owned by Seller or covered by valid leaseholds. Seller has or will on the Closing Date have the right and authority to transfer all Equipment to Buyer and, upon such transfer, Buyer will have good and valid title to such Equipment free and clear of all liens (including, without limitation, liens for taxes), claims and encumbrances (except as set forth in Section 2.5(a)(viii)). Except as set forth on Schedule 2.1(c), each lease or agreement pursuant to which Seller leases any Equipment for use in connection with the Business may be assigned to Buyer without any restriction or required consent or other approval.
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Personal Property; Inventories. Schedule 2.1(b) sets forth a description of all Personal Property, and separately sets forth all tangible property (other than Excluded Assets) (i) leased by Franchisee, (ii) in the possession of Franchisee and owned by other persons, or (iii) owned by Franchisee and in the possession of other persons. Schedule 4.10 contains a complete and accurate list of Franchisee’s interest in all leases of equipment and other personal property pertaining to the Business (the “Personal Property Leases”). Except for the Personal Property Leases listed on Schedule 4.10, there are no other Personal Property Leases to which Franchisee is party and which relate to the Business or to the Purchased Assets.
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Personal Property; Inventories. DataStat has good and marketable title to, and is in possession of or has control over, all of the personal property comprising the Assets, none of which is held under or subject to any pledge, lien, lease, encumbrance, conditional sales contract or other security arrangement.
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Personal Property; Inventories. (a) Schedule 2.1(e) sets forth a description of all Equipment owned by Seller and used in connection with the Business, and separately sets forth all Equipment (other than Excluded Assets) (i) leased by Seller, (ii) which is in the possession of Seller and owned by other persons or (iii) owned by Seller and is in the possession of other persons. All Equipment owned, leased or used by Seller in connection with the Business is fit for operation in the usual course of business as currently conducted, ordinary wear and tear excepted, and all such Equipment is located on premises owned by Seller or covered by valid leaseholds. Seller has or will on the Closing Date have the right and authority to transfer all Equipment to Buyer and, upon such
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Related to Personal Property; Inventories

  • Personal Property 16 5.15 Significant Customers; Material Contracts and Commitments.......16 5.16

  • Real Property; Personal Property (a) Neither the Company nor any of its Subsidiaries owns any real property.

  • Leased Personal Property Other than Personal Property owned by the Company or the Company Subsidiary, the Company or the Company Subsidiary has good and valid leasehold title to all of the tangible personal property Assets used by the Company or the Company Subsidiary, free and clear of any and all Encumbrances other than Permitted Encumbrances which would not permit the termination of the lease therefor by the lessor. Disclosure Schedule 3.9(c) sets forth all Leases for personal property. With respect to each Lease listed on Disclosure Schedule 3.9(c), (i) there has been no breach or default under such Lease by the Company, the Company Subsidiary or by any other party, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause (with or without notice and with or without the passage of time) a default under any such Lease, (iii) such Lease is a valid and binding obligation of the applicable lessor, is in full force and effect and is enforceable by the Company or the Company Subsidiary in accordance with its terms, (iv) no action has been taken by the Company or the Company Subsidiary and no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than by the Company or the Company Subsidiary without the consent of the Company or the Company Subsidiary, (v) no party has repudiated any term thereof or threatened to terminate, cancel or not renew any such Lease, and (vi) neither the Company nor the Company Subsidiary has assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in any leased property subject thereto (or any portion thereof).

  • Personal Property Insurance Lessee shall obtain, at Lessee's sole cost and expense, a policy of fire and extended coverage insurance including coverage for direct physical loss special form, and a sprinkler leakage endorsement insuring the personal property of Lessee. The proceeds from any personal property damage policy shall be payable to Lessee. All insurance policies required in 6 C) and 6 D) above shall: (i) provide for a certificate of insurance evidencing the insurance required herein, being deposited with Lessor ten (10) days prior to the Commencement Date, and upon each renewal, such certificates shall be provided 15 days prior to the expiration date of such coverage, (ii) be in a form reasonably satisfactory to Lessor and shall provide the coverage required by Lessee in this Lease, (iii) be carried with companies with the a Best Rating of A minimum, (iv) specifically provide that such policies shall not be subject to cancellation or reduction of coverage, except after 30 days prior written notice to Lessor, (v) name Lessor, Lessor's lender, and any other party with an insurable interest in the Premises as additional insureds by endorsement to policy, and (vi) shall be primary. Lessee agrees to pay to Lessor, as additional Rent, on demand, the full cost of the insurance policies referenced in 6 A) and 6 B) above as evidenced as insurance xxxxxxxx to Lessor which shall be included in the CAC. If Lessee does not occupy the entire Premises, the insurance premiums shall be allocated to the portion of the Premises occupied by Lessee on a pro-rata square footage or other equitable basis, as determined by Lessor. It is agreed that Lessee's obligation under this paragraph shall be prorated to the reflect the Commencement Date and the end of the Lease Term. Lessor and Lessee hereby waive any rights each may have against the other related to any loss or damage caused to Lessor or Lessee as the case may be, or to the Premises or its contents, and which may arise from any risk covered by fire and extended coverage insurance and those risks required to be covered under Lessee's personal property insurance. The parties shall provide that their respective insurance policies insuring the property or the personal property include a waiver of any right of subrogation which said insurance company may have against Lessor or Lessee, as the case may be.

  • Tangible Personal Property All appliances, fixtures, equipment, machinery, furniture, carpet, drapes and other personal property, if any, owned by Seller and located on or about the Land and the Improvements (the "Tangible Personal Property").

  • Property and Equipment (a) The Company has good and valid title to, or in the case of leased property has valid leasehold interests in, all property and assets (whether real or personal, tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date. None of such properties or assets is subject to any Liens, except:

  • Personal Property Leases Except as set forth in Schedule 3.13.(b), Company has no leases of personal property involving consideration or other expenditure in excess of $5,000 or involving performance over a period of more than three months.

  • Real Property; Fixtures Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $1,000,000 it will promptly (and in any event within two (2) Business Days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a first priority Mortgage on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

  • Title to Tangible Personal Property Except as set forth in Section 4.06 of the Disclosure Schedules, Seller has good and valid title to, or a valid leasehold interest in, all Tangible Personal Property included in the Purchased Assets, free and clear of Encumbrances except for Permitted Encumbrances.

  • Intangible Personal Property All of Seller’s right, title and interest, if any, without warranty, except as set forth herein, in all intangible personal property related to the Real Property and the Improvements, including, without limitation: all trade names and trade marks associated with the Real Property and the Improvements, including Seller’s rights and interests, if any, in the name of the Real Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the extent assignable without cost to Seller); contract rights related to the operation, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases or License Agreements (collectively, the “Service Contracts”) (but only to the extent assignable without cost to Seller; warranties (to the extent assignable without cost to Seller); governmental permits, approvals and licenses, if any (to the extent assignable without cost to Seller); and telephone exchange numbers (to the extent assignable without cost to Seller) (all of the items described in this Section 2.1.4 collectively referred to as the “Intangible Personal Property”). To the extent any items of Intangible Personal Property cannot be assigned to Purchaser without cost to Seller, Purchaser shall have the option, to be exercised in writing on or before the Closing Date, to accept such assignment and pay any cost associated therewith, or to cause Seller to terminate the same (if applicable) at Seller’s expense, or to permit Seller to retain the same. Tangible Personal Property and Intangible Personal Property shall not include (a) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Property, including, without limitation, budgets prepared by or on behalf of Seller or any affiliate of Seller, (b) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, (c) such documents, materials or information received by Seller from tenants and covered by confidentiality agreements between such tenants and Seller, except that such documents, materials or information shall be included in Tangible Personal Property if Purchaser shall have agreed in writing to be bound by the terms of such confidentiality agreements prior to Seller’s delivery of such documents, materials and information to Purchaser, and (d) any trade name, xxxx or other identifying material that includes the name “iStar” or any derivative thereof.

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