Properties and Inventories. Target has good and marketable title to, valid leasehold interests in or other valid right to use all of the material assets used in its operations or necessary for the conduct of its business, subject to no security interests, licenses, encumbrances, restrictions or adverse claims, except as disclosed in the notes to the Target Financials and except for any lien for taxes not yet due and payable and except for any statutory liens for which payment is not delinquent. All of such assets are in good operating condition, normal wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used. Target is not aware of any need to replace or substantially modify any material physical asset of Target in order to use such asset in the manner in which it is currently being used in Target’s business as presently conducted. Target’s inventory of finished goods, work in progress, materials and supplies is salable and is usable in the ordinary course of business.
Properties and Inventories. 10 2.12 Insurance......................................................................................... 11 2.13 Purchase; Sale and Other Agreements............................................................... 11 2.14
Properties and Inventories. (a) Qualix has good and marketable title to, valid leasehold interests in, or other rights to use all of the assets used in its operations or necessary for the conduct of its business, free and clear of any mortgages, pledges, security interests, licenses, encumbrances, restrictions, or adverse claims, except as disclosed in the notes to the Qualix Financials or as would not have a Qualix Material Adverse Effect and except for the lien of taxes not yet due and payable. All of the material assets reflected on Qualix's balance sheets as at June 30, 1996 are in good operating condition, normal wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used.
(b) Since May 31, 1996, there has not occurred any transfer of title other than in the ordinary course of business, any abandonment, or any other material loss with respect to, any of Qualix's property, plant, or equipment.
(c) The tangible personal property owned by Qualix and used in its business at the date hereof is in good operating condition and repair. The value of any fixed assets used in Qualix's business has not been written up or down, other than pursuant to depreciation or amortization expense in accordance with its historical practices.
Properties and Inventories. JMC has good and marketable title to, valid lease hold interests in or other valid right to use all of the material assets used in its operations or necessary for the conduct of its business, subject to no security interests, licenses, encumbrances, restrictions or adverse claims, except as disclosed in schedule 3.07 attached hereto.
Properties and Inventories. Target has good and marketable title to, valid leasehold interests in or other valid right to use all of the material assets used in its operations or necessary for the conduct of its business, subject to no security interests, licenses, encumbrances, restrictions or adverse claims, except as disclosed in the notes to the Target Financial Statements and except for any lien for taxes not yet due and payable and except for any statutory liens for which payment is not delinquent.
Properties and Inventories. (a) Threewide has good and marketable title to, valid leasehold interests in or other valid right to use all of the material assets used in its operations or necessary for the conduct of its business, free and clear of any material mortgages, pledges, security interests, licenses, encumbrances, restrictions or adverse claims, except for the lien of Taxes not yet due and payable. Schedule 3.10(a) contains a description and the location of any such material assets that are not in the possession of Threewide or that are located other than on Threewide’s premises in Morgantown, West Virginia.
(b) All of Threewide’s material assets are adequate and suitable for the purposes for which they are presently being used. Except for those items listed on Schedule 3.10(b) or assets subject to leases listed on Schedule 3.15(a), there are no items of equipment, machinery or other tangible assets of Threewide that are not currently being used in its business that are reflected on the Threewide Financials.
(c) There has not occurred, except for those items listed on Schedule 3.10(c), since the date of the Threewide Financials, any transfer of title other than in the ordinary course of business, any abandonment, any material pilferage or any material loss with respect to any material property or equipment of Threewide.
Properties and Inventories. Avana has good and marketable title to, --------------------------- valid leasehold interests in or other valid right to use all of the material assets used in its operations or necessary for the conduct of its business, subject to no security interests, licenses, encumbrances, restrictions or adverse claims, except as disclosed in the notes to the Avana Financials and except for any lien for taxes not yet due and payable and except for any statutory liens for which payment is not delinquent.
Properties and Inventories. 21 3.9 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 3.10 Purchase, Sale and Other Agreements. . . . . . . . . . . . . . . 22 3.11
Properties and Inventories. (a) EyeSys has good and marketable title to and the right to use all of the assets used in its operations or necessary for the conduct of its business, as reflected in the EyeSys Financials, free and clear of any mortgages, pledges, security interests, licenses, encumbrances, restrictions or adverse claims, except as disclosed in the notes to its Financials, except for the lien of taxes not yet due and payable, and except as set forth in the EyeSys Letter. All of the physical assets reflected on its balance sheets included in the EyeSys Financials are valued therein at the lower of fair market value or the amount computed under other EyeSys financial reporting policies (and, for such purposes, taking into account any obsolescence of such assets), are in the possession of EyeSys, and will be in the possession of EyeSys at the Closing (except for inventory sold in the ordinary course of business). All of such physical assets are in good operating condition, normal wear and tear excepted.
(b) Since September 30, 1996, there has not occurred any transfer of title other than in the ordinary course of business, any abandonment, any pilferage or any other material loss with respect to, any of its property, plant or equipment.
(c) Included in the EyeSys Letter is a true and correct list of all of the physical assets (including fixed assets) owned by EyeSys having a net book value in excess of $5,000. EyeSys does not own any real property. All improvements on leased property used in the business of EyeSys and the present use thereof are in accordance with all applicable laws. The net book value of any fixed assets owned by EyeSys has not been written up nor down, other than pursuant to depreciation or amortization expense in accordance with its historical practice.
(d) The EyeSys Letter lists all real property leases to which EyeSys is a party. Assuming due authorization, execution and delivery by the other parties thereto, such leases are legal, valid, binding and enforceable in accordance with their respective terms (except as limited by bankruptcy, insolvency, reorganization or other laws of general application affecting creditors' rights generally). EyeSys has a valid and subsisting leasehold interest in its leased real property, free and clear of all material encumbrances. Neither EyeSys nor, to the knowledge of EyeSys, any other party to any of such leases, is in material default under any of such leases, or has performed any act or omitted to perform any act...
Properties and Inventories. First Choice has good and marketable title to, valid leasehold interests in or other valid right to use all of the material assets used in its operations or necessary for the conduct of its business, subject to no security interests, licenses, encumbrances, restrictions or adverse claims, except as disclosed in the notes to the First Choice Financials and except for any lien for taxes not yet due and payable and except for any statutory liens for which payment is not delinquent. All of such assets are in good operating condition, normal wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used. First Choice is not aware of any need to replace or substantially modify any material physical asset of First Choice in order to use such asset in the manner in which it is currently being used in First Choice's business as presently conducted. It is understood that phone and computer systems will need to upgraded and expanded as the business grows. First Choice's inventory of finished goods, work in progress, materials and supplies is salable and is usable in the ordinary course of business.
