Common use of PERSONAL PROPERTY; NEW PROJECTS Clause in Contracts

PERSONAL PROPERTY; NEW PROJECTS. (i) Attached as Schedule 5.11 (i) is a complete and accurate list as of the date noted thereon of all capital assets owned by Company and a list of all lessors under leases providing for the payment of $5,000 or more annually with respect to personal property of Company used in the operation of the Business and including an indication as to which assets were formerly owned by business or personal affiliates of Company. All of the vehicles, machinery and other equipment of Company that are material to the operation of the Business are in good working order and repair in all material respects, normal wear and tear excepted; (ii) Company has good title to, or a valid leasehold interest in, the properties and assets used by it shown on its balance sheet dated the Balance Sheet Date or acquired after the date thereof (except for personal property sold since the Balance Sheet Date in the ordinary course of business), including, without limitation, the items of personal property listed on Schedules 5.11(i), free and clear of all security interests, liens or other Adverse Claims, except for the Debt, liens for current taxes not yet due, and minor encumbrances, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company; (iii) all leases referred to on Schedule 5.11(i) are in full force and effect and constitute valid and binding agreements of the parties thereto (and their successors) in accordance with their respective terms. No default by Company, or, to the best of Stockholders' knowledge, any other party to any of such leases, exists or would exist except for the passage of time or delivery of a notice or both; (iv) all fixed assets used by Company that are material to the operation of the Business are either owned by Company or leased by Company under an agreement indicated on Schedule 5.11(i). Company's combined fixed assets (together with the real property assets) constitute all of the real and personal property reasonably necessary for and material to the operation of the Business both by Company and by Buyer immediately following the Closing.

PERSONAL PROPERTY; NEW PROJECTS. (i) Attached as Schedule 5.11 (i5.11(i) is a complete and accurate list and a complete description as of the date noted thereon hereof of all capital assets owned by Company and a list of all lessors under leases providing for the payment of $5,000 or more annually with respect to personal property having a value greater than $2,000 of Company including true and correct copies of leases for equipment and other personal property, if any, used in the operation of the Business and including an indication as to which assets were formerly owned by business or personal affiliates of Company. All of the vehicles, machinery and other equipment of Company that are material to the operation of the Business are in good working order and repair in all material respects, normal wear and tear excepted; (ii) Company has good title to, or a valid leasehold interest in, the properties and assets used by it shown on its balance sheet Statement of Assets, Liabilities and Equity--Income Tax Basis dated the Balance Sheet Date or acquired after the date thereof (except for personal property sold since thereof, whether or not located on the Balance Sheet Date in the ordinary course of business)Land, including, without limitation, the items of personal property listed on Schedules 5.11(i), free and clear of all security interests, liens or other Adverse Claims, except for the Assumed Debt, liens for current taxes not yet due, and minor encumbrances, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Companyas applicable; (iii) all leases referred to set forth on Schedule 5.11(i) are in full force and effect and constitute valid and binding agreements of the parties thereto (and their successors) in accordance with their respective terms. No default by Company, or, to the best of Stockholders' knowledge, any other party to any of such leases, exists or would exist except for the passage of time or delivery of a notice or both; (iv) all fixed assets used by Company that are material to in the operation of the Business are either owned by Company or leased by Company under an agreement indicated on Schedule 5.11(i). Company's combined fixed assets (together with the real property assets) constitute all of the real and personal property reasonably necessary for and material to the operation of the Business both by Company and by Buyer immediately following the Closing and, to the best of Stockholders' knowledge, include all of the permits, licenses, franchises, consents and other approvals necessary to operate the Business both before and immediately after Closing; and (v) at the Closing, Company shall have good and marketable title to all personal property, free and clear of all debts and lease payments (including lease end buy-out payments) except for the Assumed Debt.

PERSONAL PROPERTY; NEW PROJECTS. (i) Attached as Schedule 5.11 (i5.11(i) is a complete and accurate list and a complete description as of the date noted thereon hereof of all capital assets owned by Company and a list of all lessors under leases providing for the payment of $5,000 or more annually with respect to personal property having a value greater than $2,000 of Company including true and correct copies of leases for equipment and other personal property, if any, used in the operation of the Business and including an indication as to which assets were formerly owned by business or personal affiliates of Company. All of the vehicles, machinery and other equipment of Company that are material to the operation of the Business are in good working order and repair in all material respects, normal wear and tear excepted; (ii) Company has good title to, or a valid leasehold interest in, the properties and assets used by it shown on its balance sheet Statement of Assets, Liabilities and Equity--Income Tax Basis dated the Balance Sheet Date or acquired after the date thereof (except for personal property sold since thereof, whether or not located on the Balance Sheet Date in the ordinary course of business)Land, including, without limitation, the items of personal property listed on Schedules 5.11(i), free and clear of all security interests, liens or other Adverse Claims, except for the Assumed Debt, liens for current taxes not yet due, and minor encumbrances, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Companyas applicable; (iii) all leases referred to set forth on Schedule 5.11(i) are in full force and effect and constitute valid and binding agreements of the parties thereto (and their successors) in accordance with their respective terms. No default by Company, or, to the best of Stockholders' knowledge, any other party to any of such leases, exists or would exist except for the passage of time or delivery of a notice or both; (iv) all fixed assets used by Company that are material to in the operation of the Business are either owned by Company or leased by Company under an agreement indicated on Schedule 5.11(i). Company's combined fixed assets (together with the real property assets) constitute all of the real and personal property reasonably necessary for and material to the operation of the Business both by Company and by Buyer the Surviving Corporation immediately following the Closing and, to the best of Stockholders' knowledge, include all of the permits, licenses, franchises, consents and other approvals necessary to operate the Business both before and immediately after Closing; and (v) at the Closing, Company shall have good and marketable title to all personal property, free and clear of all debts and lease payments (including lease end buy-out payments) except for the Assumed Debt.

PERSONAL PROPERTY; NEW PROJECTS. (i) Attached as Schedule 5.11 (i5.11(i) is a complete and accurate list and a complete description as of the date noted thereon hereof of all capital assets owned by Company and a list of all lessors under leases providing for the payment of $5,000 or more annually with respect to personal property of Company including true and correct copies of leases for equipment and other personal property, if any, used in the operation of the Business and including an indication as to which assets were formerly owned by business or personal affiliates of Company. All of the vehicles, machinery and other equipment of Company that are material to the operation of the Business are in good working order and repair in all material respects, normal wear and tear exceptedrepair; (ii) Company has good title to, or a valid leasehold interest in, the properties and assets used by it shown on its balance sheet dated the Balance Sheet Date or acquired after the date thereof (except for personal property sold since thereof, whether or not located on the Balance Sheet Date in the ordinary course of business)Land, including, without limitation, the items of personal property listed on Schedules 5.11(i), free and clear of all security interests, liens or other Adverse Claims, except for the Debt, liens for current taxes not yet due, Assumed Debt (including security interests related thereto) and minor encumbrances, if any, none the rights of which is substantial in amount, materially detracts from the value or impairs the use owners of the property subject thereto, or impairs the operations of the Companyany leased assets; (iii) all leases referred to set forth on Schedule 5.11(i) are in full force and effect and constitute valid and binding agreements of the parties thereto (and their successors) in accordance with their respective terms. No default by Company, or, to the best of Stockholders' knowledge, any other party to any of such leases, exists or would exist except for the passage of time or delivery of a notice or both; (iv) all fixed assets used by Company that are material to in the operation of the Business are either owned by Company or leased by Company under an agreement indicated on Schedule 5.11(i). Company's combined fixed assets (together with the real property assets) constitute all of the real and personal property reasonably necessary for and material to the operation of the Business both by Company and by Buyer the Surviving Corporation immediately following the Closing and include all of the permits, licenses, franchises, consents and other approvals necessary to operate the Business both before and immediately after Closing; and (v) at the Closing, Company shall have good and marketable title to all personal property, subject to all listed debts and lease payments (including lease end buy-out payments) and the Assumed Debt.

PERSONAL PROPERTY; NEW PROJECTS. (i) Attached as Schedule 5.11 (i5.11(i) is a complete and accurate list and a complete description as of the date noted thereon hereof of all capital assets owned by Company and a list of all lessors under leases providing for the payment of $5,000 or more annually with respect to personal property of Company including true and correct copies of leases for equipment and other personal property, if any, used in the operation of the Business and including an indication as to which assets were formerly owned by business or personal affiliates of Company. All of the vehicles, machinery and other equipment of Company that are material to the operation of the Business are in good working order and repair in all material respects, normal wear and tear exceptedrepair; (ii) Company has good title to, or a valid leasehold interest in, the properties and assets used by it shown on its balance sheet dated the Balance Sheet Date or acquired after the date thereof (except for personal property sold since thereof, whether or not located on the Balance Sheet Date in the ordinary course of business)Land, including, without limitation, the items of personal property listed on Schedules 5.11(i), free and clear of all security interests, liens or other Adverse Claims, except for the DebtAssumed Debt (including security interests related thereto), liens for current taxes not yet due, the personal property listed on Schedule 8.8 and minor encumbrances, if any, none the rights of which is substantial in amount, materially detracts from the value or impairs the use owners of the property subject thereto, or impairs the operations of the Companyany leased assets; (iii) all leases referred to set forth on Schedule 5.11(i) are in full force and effect and constitute valid and binding agreements of the parties thereto (and their successors) in accordance with their respective terms. No default by Company, or, to the best of StockholdersMembers' knowledge, any other party to any of such leases, exists or would exist except for the passage of time or delivery of a notice or both; (iv) all fixed assets used by Company that are material to in the operation of the Business are either owned by Company or leased by Company under an agreement indicated on Schedule 5.11(i). Company's combined fixed assets (together with the real property assets) constitute all of the real and personal property reasonably necessary for and material to the operation of the Business both by Company and by Buyer immediately following the Closing and include all of the permits, licenses, franchises, consents and other approvals necessary to operate the Business both before and immediately after Closing; and (v) at the Closing, Company shall have good and marketable title to all personal property, subject to all listed debts and lease payments (including lease end buy-out payments) and the Assumed Debt.