Properties, Assets and Leasehold Estates. Seller owns or has the right to use (pursuant to a valid lease or license disclosed on Part 4.8 of the Disclosure Schedule) all operating assets and properties necessary for Seller to conduct the Business in the manner presently conducted by Seller, and all of such operating assets and properties (or, in the case of leased assets, the leases covering such assets) are included in the Assets. Seller has good and marketable title to all the Assets, free and clear of all mortgages, liens, pledges, conditional sales agreements, charges, easements, covenants, assessments, options, restrictions and encumbrances of any nature whatsoever. The plants, structures, equipment, vehicles and other tangible properties included in the Assets and the tangible property leased by Seller under leases included in the Assets are in good operating condition and repair, normal wear and tear excepted, and are capable of being used for their intended purpose in the Business as now conducted. The Assets include all existing warranties and service contracts with respect to any of the Assets to the extent the same are capable of being assigned to Purchaser. During the past two years, there has not been any significant interruption of the Business due to the breakdown or inadequate maintenance of any of the Assets. All plants, structures, equipment, vehicles and other tangible properties included in the Assets, and the present use of all such items, conform to all applicable Governmental Requirements, and no notice of any violation of any such Governmental Requirements relating to such assets or their use has been received by Seller. The Assets include all easements, rights of ingress and egress, and utilities and services necessary for the conduct of the Business.
Properties, Assets and Leasehold Estates. JSM owns or has the right to use (pursuant to a valid lease or license disclosed on Section 4.11 of the Disclosure Schedule) all property, real or personal, tangible or intangible, (i) reflected on the Reference Balance Sheet (other than items sold by JSM since the Balance Sheet Date in the Ordinary Course of Business for which the proceeds from such sales did not exceed $50,000 individually or in the aggregate) or (ii) utilized in or necessary for the operation of its business. Section 4.13 of the Disclosure Schedule sets forth a true and complete list of all such property as of the date hereof (with all property that is leased or licensed being designated as such). JSM has good and marketable title to all the properties, interests in properties, assets and leasehold estates, real and personal, set forth in Section 4.13 of the Disclosure Schedule, free and clear of all mortgages, liens, pledges, conditional sales agreements, charges, easements, covenants, assessments, restrictions and encumbrances of any nature whatsoever. All leases of property under which JSM purports to be a lessee are valid, binding and in full force and effect. Except as set forth in Section 4.13 of the Disclosure Schedule, the structures, equipment and other properties owned or used by JSM are in good operating condition and repair, normal wear and tear excepted; provided, however, that no representation is provided with respect to the operational condition of JSM's rigs. During the past two years, there has not been any significant interruption of the business of JSM due to the breakdown or inadequate maintenance of any of the assets of JSM. All such structures, equipment and other properties of JSM and the present use of such items conform to all Governmental Requirements, and no notice of any violation of any such Governmental Requirements relating to such assets or their use has been received by JSM. JSM has all easements, rights of ingress and egress, and utilities and services necessary for all operations conducted by it. Neither the whole nor any portion of any real property owned or occupied by JSM has been condemned or otherwise taken by any public authority, nor, to the best of the Shareholders's and JSM's knowledge, is any such condemnation or taking threatened or planned.
Properties, Assets and Leasehold Estates. Seller has good and marketable title to all the Assets, free and clear of all mortgages, liens, pledges, conditional sales agreements, charges, easements, covenants, assessments, options, restrictions and encumbrances of any nature whatsoever. All leases to which real property is leased in connection with the Business are in good standing, valid and enforceable with respect to their terms.
Properties, Assets and Leasehold Estates. (a) Set forth on Schedule 4.10(a) is a description of each item of personal property, excluding inventory, owned by Seller that had a book value as of the Balance Sheet Date greater than $10,000. For purposes of this Section 4.10, "personal property" excludes Intellectual Property. Seller has good title to all of its personal property that is material to Seller's business, results of operations, financial condition or Assets (including, without limitation, those items of personal property set forth on Schedule 4.10(a)), free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Schedule 4.10(a).
Properties, Assets and Leasehold Estates. (a) Set forth on Part 4.10(a) of the Disclosure Schedule is a description of each item of personal property, excluding inventory, owned by Seller that had a book value as of the Balance Sheet Date greater than $10,000. For purposes of this SECTION 4.10, "personal property" excludes Intellectual Property. Seller has good title to all of its personal property and intellectual property that is material to Seller's business, results of operations, financial condition or Assets (including, without limitation, those items of personal property set forth on Part 4.10(a) of the Disclosure Schedule), free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part 4.10(a) of the Disclosure Schedule.
Properties, Assets and Leasehold Estates. Z-KAT has good and marketable title to the Assets, free and clear of all mortgages, liens, pledges, conditional sales agreements, charges, easements, covenants, assessments, options, restrictions and encumbrances of any nature whatsoever. All leases pursuant to which real property is leased in connection with the MAKO Business are in good standing, valid and enforceable with respect to their terms. Z-KAT is the owner, without material restriction or royalty payments thereon, of all Z-KAT Patent Rights included in the License Agreement and has all rights with respect to any Z-KAT License Rights included in the License Agreement, including the right in each case to license or sublicense such intellectual property to the Company. To the best of Z-KAT’s knowledge, the Z-KAT Patent Rights and the Z-KAT License Rights do not infringe any intellectual property rights of a third party.
Properties, Assets and Leasehold Estates. (a) Set forth on Schedule 4.9 is a description of each item of personal property, excluding inventory, owned by Seller that had a book value as of the Balance Sheet Date greater than $10,000. For purposes of this Section 4.9, "personal property" excludes Intellectual Property. Seller owns all of such personal property free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Schedule 4.9.
Properties, Assets and Leasehold Estates. Seller has good and marketable title to all the Assets, free and clear of all mortgages, liens, pledges, conditional sales agreements, charges, easements, covenants, assessments, options, restrictions and encumbrances of any nature whatsoever. All leases pursuant to which real property is leased in connection with the Business are in good standing, valid and enforceable with respect to their terms.
Properties, Assets and Leasehold Estates. Seller owns or has the right to use (pursuant to a valid lease or license disclosed on Schedule 4.8) all operating assets and properties necessary for Seller to conduct the Business in the manner presently conducted by Seller, and all of such operating assets and properties (or, in the case of leased assets, the leases covering such assets) are included in the Assets. Seller has good, marketable title to all the Assets, free and clear of all mortgages, liens, pledges, conditional sales agreements, charges, easements, covenants, assessments, options, restrictions and encumbrances of any nature whatsoever and, with respect to the Real Property, each of the owners thereof identified on Schedule 4.10 has good, marketable and indefeasible title in fee simple, free and clear of all restrictions, liens, leases, encumbrances, rights-of-way, easements, encroachments, exceptions, and other matters affecting title, except for the Permitted Exceptions. Neither Seller nor (to the Best of Seller's Knowledge) the Grand Rapids Landlord nor the Ellsxxxxx Xxxdlord are currently in default of any of their respective obligations under the Grand Rapids Lease and the Ellsxxxxx Xxxse, and each such lease is now and at Closing will be in full force and effect in accordance with its terms. The plants, structures, equipment, vehicles and other tangible properties included in the Assets, the Real Property and the tangible property leased by Seller under the Grand Rapids Lease and the Ellsxxxxx Xxxse and other leases included in the Assets, are in good operating condition and repair, normal wear and tear excepted, and are capable of being used for their intended purpose in the Business as now conducted. The Assets include all existing warranties and service contracts with respect to any of the Assets, the Real Property, the Ellsxxxxx Xxxperty and the Grand Rapids Property to the extent the same are capable of being assigned to Purchaser. During the past two years, there has not been any significant interruption of the Business due to the breakdown or inadequate maintenance of any of the Assets. To the Best of Seller's Knowledge, all plants, structures, equipment, vehicles and other tangible properties included in the Assets, the Real Property, the Ellsxxxxx Xxxperty and the Grand Rapids Property and the present use of all such items, conform to all applicable Governmental Requirements, and no notice of any violation of any such Governmental Requirements relating to such assets or the...
Properties, Assets and Leasehold Estates. Target owns or has the right to use all property, real or personal, tangible or intangible, utilized in or necessary for the operation of its business with all of such property comprising the Assets. Schedule 2.1 hereto sets forth a true and complete list of all such property constituting the Assets as of the date hereof. Target has good and marketable title to all the Assets, free and clear of all mortgages, liens, pledges, conditional sales agreements, charges, easements, covenants, assessments, restrictions and encumbrances of any nature whatsoever. The plants, structures, equipment, vehicles and other tangible properties included in the Assets and the tangible property leased by Target under leases included in the Assets are in good operating condition and repair, normal wear and tear
