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 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.
(b) Set forth on Part 4.10(b) of the Disclosure Schedule is a description of each item of personal property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good title to all the leasehold estates pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased, free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part 4.10(b) of the Disclosure Schedule. Seller has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased. To the Best Knowledge of Seller and each Escrow Stockholder, all of such leases or other agreements are in full force and effect. There are no pending or, to the Best Knowledge of Seller and each Escrow Stockholder, threatened disputes with respect to any lease or other agreement pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased, which would have a Material Adverse Effect and, to the Best Knowledge of Seller and each Escrow Stockholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse or time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement.
(c) Seller owns no real property.
(d) Set forth on Part 4.10(d) of the Disclosure Schedule is a list of all leases of Seller with respect to real property leased by Seller f...
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. 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 other than Permitted Exceptions and liens, encumbrances or obligations expressly assumed by Purchaser hereunder. 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. 4.11
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.
(b) Seller leases no personal property.
(c) Seller owns no real property.
(d) Seller leases no real property.
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. 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 Mt. Morrxx Xxxperty, T & I Equipment World, Inc., a Michigan corporation (the "Mt. Morrxx Xxxdlord") on the Closing Date will have 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. To the Best Knowledge of Seller, the plants, structures, equipment, vehicles and other tangible properties included in the Assets and comprising the Mt. Morrxx Xxxrovements, and the tangible property leased by Seller 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 comprising the Mt. Morrxx Xxxrovements, and the present use of all such items, conform to all known 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. 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
Properties, Assets and Leasehold Estates. Pondxx xxxs or has the right to use all of the Pondxx Xxxets. Pondxx xxx good and marketable title to all the Pondxx Xxxets, free and clear of all mortgages, liens, pledges, conditional sales agreements, charges, easements, covenants, assessments, restrictions and encumbrances of any nature whatsoever.
Properties, Assets and Leasehold Estates. DTI owns or has the right to use all of the DTI Assets. DTI has good and marketable title to all the DTI Assets, free and clear of all mortgages, liens, pledges, conditional sales agreements, charges, easements, covenants, assessments, restrictions and encumbrances of any nature whatsoever.
