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 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 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 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.
(e) As of the Closing Date (i) the Placed in Service Date (as defined in the Intermediate Holding Company Agreement) has occurred, (ii) the Final Funding Date (as defined in the Intermediate Holding Company Agreement) has occurred and (iii) the Final Funding Payment (as defined in the Intermediate Holding Company Agreement) has been made.
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 properties and assets of the Group Companies, including the Personal Property, are collectively 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 they are 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) 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.
(d) Class B HoldCo does not have, and has never had, any assets and, except for actions required to consummate the transactions contemplated by this Agreement, has not entered into any contract or agreement with any Person or otherwise engaged in any activities, operations or business.
Personal Property; Sufficiency of Assets. (a) The FS 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 “FS Contributed Assets”), free and clear of any Lien, other than Permitted Liens.
(b) The FS Contributed Assets have been maintained in accordance with Prudent Solar Industry Practices. Except as set forth on Schedule 4.12(b) of the FS 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 FS 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 4.12(c) of the FS Disclosure Schedule, there are no written force majeure claims or, to the Knowledge of First Solar, no delays in completing any FS Project that are reasonably likely to result in the Commercial Operation Date for such FS Project failing to occur prior to the date set forth for such FS Project on Part II of Schedule 4.12(c) of the FS Disclosure Schedule or in an FS Material Adverse Effect.
(d) The FS Contributed Assets and the FS 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 FS Contributed Companies as currently conducted and as contemplated pursuant to the FS Material Contracts and FS Project Permits.
Personal Property; Sufficiency of Assets. (a) Except as set forth on Section 5.11(a) of the Disclosure Schedule, 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’ Ordinary Course of 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’ Ordinary Course of 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 or in the Ordinary Course of Business.
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. (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 set forth on Schedule 3.22 of Sellers Disclosure Letter, Company has good title to or other right to use, free of Encumbrances, all of its tangible personal property used in or necessary for its business. All such personal property is in good operating condition and repair as required for use in Company’s business, taking into account reasonable wear and tear. The assets, properties and rights of Company reflected in the Financial Statements (including the notes thereto) or acquired since the Balance Sheet Date comprise and, following the Closing and after giving effect to the transactions contemplated by the Transfer Agreement and the Transition Services Agreement, will comprise, all assets, properties and rights necessary in its business in all material respects as currently conducted and as currently planned to be conducted.
