Personal Property; Title to Assets. All items of personal property at the Locations and used in the Car Wash Business, except for the Excluded Assets used in the Car Wash Business, are included among the Assets described in Section 1.4 hereof and will be transferred to Purchaser at Closing. All items of personal property and all buildings and structures owned by the Sellers are being transferred "as is" with no warranty as to condition or suitability of the Assets for the current use of the Assets. Each Location and the personal property present at the Location is owned by the each of the Companies, as set forth on Schedule 1.3.
Personal Property; Title to Assets. Except as would not have a Material Adverse Effect, the Company has good and valid title to all of the personal properties and assets, tangible and intangible, that it purports to own, and valid leasehold interests in all of the material personal properties and assets, tangible and intangible (other than Intellectual Property, which is covered in Section 3.17), that it purports to lease, in each case including the personal properties and material assets reflected in the Company’s most recent balance sheet included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012, filed with the SEC, but excluding any personal property or assets that are no longer used or useful for the conduct of the business of the Company as presently conducted or that have been disposed of in the ordinary course of business since September 30, 2012.
Personal Property; Title to Assets. 6.13.1 Schedule 6.13, attached hereto, sets forth a complete and correct list and brief description of each item of equipment, furniture, fixtures and other tangible personal property owned or leased by the Company and having an individual book value in excess of $50,000.
Personal Property; Title to Assets. (a) Except as set forth in Section 3.13 of the Disclosure Schedule, the Company has good, marketable and valid title to, a valid and binding leasehold interest in, or a valid and binding license or other contractual right to use, the assets, tangible or intangible, shown on the Interim Financial Statements or acquired thereafter, free and clear of all Liens, other than any Permitted Liens. Each material tangible asset owned or leased by the Company has been maintained in accordance with normal industry practice, and is in good operating condition and repair, ordinary reasonable wear and tear excepted, and is adequate for the business conducted by the Company. The properties, assets, and rights used or held for use by the Company are reasonably sufficient for the conduct of the business of the Company as currently conducted. In the last 12 months, the Company has not experienced any damage, destruction or other casualty loss, in any case or in the aggregate, in an amount exceeding $75,000, whether or not covered by insurance. Immediately following the Closing, all of such properties, assets and rights will be owned, leased or available for use by the Company on terms and conditions identical or substantially identical to those under which, immediately prior to the Closing, the Company owned, leased, used or held available for use such properties, assets and rights. No Person other than the Company owns or has leased any personal property situated on any premises of the Company that is material to the business of the Company.
Personal Property; Title to Assets. (a) Schedule 3.12, which is to be provided prior to Closing, sets forth a complete and correct list and brief description of each item of equipment, furniture, fixtures and other tangible personal property owned or leased by the Acquired Companies and having an individual book value in excess of $10,000.
Personal Property; Title to Assets. (a) The Sellers have good, valid and marketable title to, or in the case of the Fishers Sub-Lease, a valid leasehold interest in, all of the Transferred Assets, free and clear of all Liens, except Permitted Liens and except for those Liens set forth on Schedule 4.6(a) of the Disclosure Schedule which shall be released before the Closing. The Transferred Assets constitute all of the assets, rights and properties necessary for the conduct by the Purchaser of the Business at the Fishers Distribution Center after the Closing Date in the same manner as conducted by the Sellers at the Fishers Distribution Center since June 30, 2008. All of the tangible Transferred Assets used or held for use in the Business conducted at the Fishers Distribution Center are (a) free from material defects or other material deficiency (whether in design or manufacture); (b) usable in the regular and ordinary course of business consistent with past practice; (c) in conformity in all material respects with all applicable Laws and Licenses relating to their construction, use and operation; and (d) except as set forth on Schedule 4.6(a) of the Disclosure Schedule, in good operating condition and repair, subject to ordinary wear and tear.
Personal Property; Title to Assets. The Company or a Subsidiary has good and valid title to, or has the right to use as currently used in the Business pursuant to a valid and existing lease or license, all of the personal property used or held for use in the Business ("Personal Property") and other assets, including the Intellectual Property, used or held for use in the Business or reflected on the Audited Balance Sheet or acquired by the Company or a Subsidiary after Audited Balance Sheet Date (collectively, the "Assets"), except with respect to assets disposed of in the ordinary course of business since such date, free and clear of any Encumbrances except for Permitted Encumbrances. All of the Assets were acquired by the Business in the name of the Company or a Subsidiary or have been transferred to the Company or a Subsidiary such that the Company or a Subsidiary has all rights of the original purchaser of such Assets.
Personal Property; Title to Assets. (a) Section 3.13 of the Disclosure Letter sets forth a complete and correct list and brief description of each item of equipment, furniture, fixtures and other tangible personal property owned or leased by the Company and having an individual book value in excess of $50,000.
Personal Property; Title to Assets. Except with respect to the Leased Real Property (as to which the sole representations and warranties of the Company are made in Section 4.16) and the Company Intellectual Property Rights (as to which the sole representations and warranties of the Company are made in Section 4.19), the Company and the Company Subsidiaries own and have good title to or, in the case of leased assets and properties, have valid leasehold interests in, all assets and properties necessary for the Company and the Company Subsidiaries to conduct their businesses as presently conducted and as it has been conducted from December 31, 2013 through the date of this Agreement. The facilities, equipment and other tangible assets of the Company and the Company Subsidiaries necessary for the conduct of their businesses as presently conducted and as it has been conducted from December 31, 2013 through the date of this Agreement have been maintained in accordance with normal industry practice, are in satisfactory working condition and repair in all material respects, fit for their particular purpose and are usable in the ordinary course of business. All of such assets and properties are either reflected on the Company Financial Statements or were acquired since December 31, 2013, except for assets and properties sold since December 31, 2013 in the ordinary course of business. None of such assets and properties is subject to any Lien other than any: (a) Permitted Liens; (b) in the case of leased assets and properties, Liens and other matters affecting the lessors’ interests in such assets and properties; or (c) Liens set forth in Section 4.17 of the Disclosure Schedule. Except as set forth in Section 4.17 of the Disclosure Schedule, the machinery and equipment of the Company and the Company Subsidiaries are in all material respects in good operating condition, reasonable wear and tear excepted, and are adequate for the purposes for which they are being used.
Personal Property; Title to Assets. (a) The personal property owned or leased by the Seller and the Messaging Subsidiaries and included in the Transferred Assets are in all material respects free from defects (patent and latent), have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear) and are sufficient to permit the Seller and the Messaging Subsidiaries to conduct their business in all material respects in the same manner as it is being conducted as of the date of this Agreement.
