Personal Property; Sufficiency of Assets. Schedule 2.9(b) sets forth a complete and correct description of all tangible personal property owned by the Company or a Company Subsidiary, or used by the Company or a Company Subsidiary and having book value reflected in the Company Financial Statements. The Company or a Company Subsidiary, as applicable, has good, valid and insurable title to, or a valid leasehold interest in, all tangible and intangible assets used, intended or required for use by the Company or a Company Subsidiary, as applicable, in the conduct of their businesses, free and clear of any Encumbrances, except for Permitted Encumbrances, and all such tangible personal property is in good working condition and repair, normal wear and tear excepted.
Personal Property; Sufficiency of Assets. (a) Other than with respect to Intellectual Property, which is addressed in Section 3.25, the Acquired Companies own and have good and marketable title to, or, in the case of leased assets, a valid and marketable leasehold interest in, or, in the case of licensed assets, a valid license to, any and all material equipment, facilities and other tangible and intangible assets and rights used by or held for use by or in connection with the Business as currently conducted (the “Acquired Assets”), free and clear of any Liens, other than Permitted Liens.
(b) The tangible Acquired Assets have been maintained in accordance with Prudent Solar Industry Practices. Except as set forth on Schedule 3.11(b) of the Seller Disclosure Schedule, and except for equipment, facilities and tangible personal property that is entitled to be repaired, replaced or otherwise remediated (to the extent that such repair, replacement or other remediation is reasonably expected to be less than $25,000) under an existing manufacturers’ warranty or other contractual warranty which remains in effect, the tangible Acquired Assets that are material to the Project, taken as a whole, are in good repair and proper operating condition (ordinary wear and tear excepted).
(c) Except as set forth on Part I of Schedule 3.11(c) of the Seller Disclosure Schedule, there are no written force majeure claims or, to the Knowledge of Seller, no delays in completing the Project that are reasonably likely to result in the Commercial Operation Date for the Project failing to occur prior to the date set forth therefor on Part II of Schedule 3.11(c) of the Seller Disclosure Schedule or in a Seller Material Adverse Effect.
(d) The Acquired Assets and the Real Property Interests, taken as a whole, constitute all of the material assets (other than Intellectual Property, which is addressed in Section 3.25) the use or benefit of which are reasonably necessary and sufficient for the operation of the Business as currently conducted.
(e) As of any date this representation is made or deemed made, the Company and, to the Knowledge of Seller, the “Class A Member” (as defined in the Stateline Holdings LLC Agreement) has made all Required Contributions that such Person was required to contribute to Stateline Holdings on or prior to such date.
Personal Property; Sufficiency of Assets. (a) The Company has good and marketable title to, or a valid and binding leasehold or license interest in, all of the tangible personal property and assets used by the Company (the “Personal Property”), free and clear of all Encumbrances other than Permitted Encumbrances. The Personal Property, together with all other properties and assets of the Company, are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business in such manner.
(b) The Personal Property is structurally sound, in good operating condition and repair, and adequate for the uses to which it is being put, and none of the Personal Property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.
Personal Property; Sufficiency of Assets. (a) Each Group Company has good and marketable title to, or a valid and binding leasehold or license interest in, all of the tangible personal property and assets used by such Group Company (the “Personal Property”), free and clear of all Encumbrances other than Permitted Encumbrances. The Personal Property, together with all other properties and assets of the Group Companies, are sufficient for the continued conduct of the Group Companies’ business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Group Companies’ business in such manner.
(b) The Personal Property is structurally sound, in good operating condition and repair, and adequate for the uses to which it is being put, and none of the Personal Property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.
Personal Property; Sufficiency of Assets. (a) Other than with respect to Intellectual Property, which is addressed in Section 3.25, the Acquired Companies own and have good and marketable title to, or, in the case of leased assets, a valid and marketable leasehold interest in, or, in the case of licensed assets, a valid license to, any and all material equipment, facilities and other tangible and intangible assets and rights used by or held for use by or in connection with the Business as currently conducted (the “Acquired Assets”), free and clear of any Liens, other than Permitted Liens.
(b) The tangible Acquired Assets have been maintained in accordance with Prudent Solar Industry Practices. Except as set forth on Schedule 3.11(b) of the AssetCo Disclosure Schedule, and except for equipment, facilities and tangible personal property that is entitled to be repaired, replaced or otherwise remediated (to the extent that such repair, replacement or other remediation is reasonably expected to be less than $25,000) under an existing manufacturers’ warranty or other contractual warranty which remains in effect, the tangible Acquired Assets that are material to the Project, taken as a whole, are in good repair and proper operating condition (ordinary wear and tear excepted).
(c) Except as set forth on Part I of Schedule 3.11(c) of the AssetCo Disclosure Schedule, there are no written force majeure claims or, to AssetCo’s Knowledge, no delays in completing either the First Tranche Project or the Second Tranche Project that are reasonably likely to result in the Commercial Operation Date for such Project failing to occur prior to the date set forth for such Project on Part II of Schedule 3.11(c) of the AssetCo Disclosure Schedule or in an AssetCo Material Adverse Effect.
(d) The Acquired Assets and the Real Property Interests, taken as a whole, constitute all of the material assets (other than Intellectual Property, which is addressed in Section 3.25) the use or benefit of which are reasonably necessary and sufficient for the operation of the Business as currently conducted.
Personal Property; Sufficiency of Assets. (a) The SP Contributed Companies own and have good and marketable title to, or, in the case of leased assets, a valid and marketable leasehold interest in, or, in the case of licensed assets, a valid license to, any and all material equipment, facilities and other tangible and intangible assets and rights used by or held for use by or in connection with their Business (the “SP Contributed Assets”), free and clear of any Lien, other than Permitted Liens.
(b) The SP Contributed Assets have been maintained in accordance with Prudent Solar Industry Practices. Except as set forth on Schedule 5.12(b) of the SP Disclosure Schedule, and except for material equipment, facilities and tangible personal property that is entitled to be repaired, replaced or otherwise remediated under an existing manufacturers’ warranty or other contractual warranty which remains in effect, the SP Contributed Assets, taken as a whole, are in good repair and proper operating condition (ordinary wear and tear excepted).
(c) Except as set forth on Part I of Schedule 5.12(c) of the SP Disclosure Schedule, there are no written force majeure claims or, to the Knowledge of SunPower, no delays in completing any SP Project that are reasonably likely to result in the Commercial Operation Date for such SP Project failing to occur prior to the date set forth for such SP Project on Part II of Schedule 5.12(c) of the SP Disclosure Schedule or in an SP Material Adverse Effect.
(d) The SP Contributed Assets and the SP Real Property Interests, taken as a whole, constitute all of the material assets the use or benefit of which are reasonably necessary and sufficient for the operation of the Business of the SP Contributed Companies as currently conducted and as contemplated pursuant to the SP Material Contracts and SP Project Permits.
Personal Property; Sufficiency of Assets. Except as may be reflected in the Financial Information, the Company and its Subsidiaries have valid title, free and clear of Encumbrances (except for Permitted Encumbrances), to all the material tangible personal property reflected in the Financial Information and all material tangible personal property acquired since the date of the Financial Information, except for such tangible personal property that has been disposed of in the ordinary course of business consistent with past practices or become subject to retention of title financing arrangements granted in the ordinary course of business consistent with past practices. The Company and its Subsidiaries own, lease or have the right to use substantially all of the property (other than intellectual property which is the subject of Section 4.15) necessary to conduct their businesses in substantially the same manner as currently conducted.
Personal Property; Sufficiency of Assets. (a) The DMS Entities have good and valid title to, an adequate and valid leasehold interest in, or other right to use all of the tangible assets and properties (other than real property, which is addressed in Section 3.5) that are reflected in the balance sheet dated December 31, 2004 included in the Partnership Financial Statements or were acquired since December 31, 2004 (the “Personal Property”), except for Personal Property disposed of since December 31, 2004 in the ordinary course of business and except as disclosed on Schedule 3.11.
(b) Except as set forth on Schedule 3.6(b), the real property, Personal Property, Material Contracts, Intellectual Property, and Permits (the “Business Assets”) owned, leased, held or licensed by the DMS Entities constitute substantially all of the real property, Personal Property, Material Contracts, Intellectual Property, and Permits used by the DMS Entities in the conduct of the Business as conducted as of the date hereof, except assets and properties that may be necessary to the conduct of the Business as of the date hereof and that (i) are listed on Schedule 3.6(b) and will be transferred to the DMS Entities on or prior to the Closing Date, or (ii) will be provided or otherwise made available to the DMS Entities or Buyers on or after the Closing Date, including pursuant to the Transition Services Agreement. The Business Assets (including the assets and properties on Schedule 3.6(b) which, for the avoidance of doubt, are not being sold to Buyers pursuant to this Agreement unless otherwise provided) constitute such assets and rights as are sufficient to enable Buyers and the DMS Entities to conduct the Business as conducted from December 31, 2004 through date hereof from and after the Closing in substantially the same manner as it was conducted during such period, except (x) for assets that will be transferred to the DMS Entities on or prior to the Closing Date, (y) for assets and properties disposed of, eliminated, consumed, transferred, replaced or conveyed since December 31, 2004 in the ordinary course of business, and (z) as disclosed on Schedule 3.11.
Personal Property; Sufficiency of Assets. Except as disclosed on Schedule 3.13, each of the MPM Companies has good and marketable title to all of its personal property and all such personal property is in good operating condition and repair (ordinary wear and tear excepted), is performing satisfactorily, and is available for immediate use in the conduct of the business and operations of the applicable MPM Company. None of the MPM Companies’ personal property is subject to any Lien (except for a Lien of Taxes not yet due and payable or Liens granted to Investor). The Interim Financial Statements reflect all personal property of the MPM Companies (other than assets disposed of in the ordinary course of business since the date of the Interim Financial Statements). All tangible personal property is in compliance with all applicable Laws. The personal property reflected on the Interim Financial Statements and the leased real property listed on Schedule 3.12 include all property necessary to conduct the Company’s business and operations as currently conducted.
Personal Property; Sufficiency of Assets. The Seller and the Asset Selling Affiliates, as applicable, have good and marketable title to, or in the case of leased assets, valid leasehold interests in, or otherwise has the right to use pursuant to a valid lease, license or similar contractual arrangement, all of the tangible personal property included in the Purchased Assets, and the Acquired Companies, as applicable, have full, good and marketable title to, or in the case of leased assets, valid leasehold interests in, all of their tangible personal property, in each case, free and clear of all Encumbrances except as set forth in Section 3.7(a) of the Seller Disclosure Schedule.
