Common use of Properties, Assets and Leasehold Estates Clause in Contracts

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 owns or has the right to use (pursuant to a valid lease or license disclosed on Part 4.8 of the Disclosure ScheduleSchedule 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 properties, except for the telephone system and computer software (or, in the case of leased assets, the leases covering such assets) are included in the Assets. Seller has good and 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 whatsoeverwhatsoever and, with respect to the Real Property, Seller 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 and, with respect to the Remaining Property, the matters shown in Schedule B of the Commitment for Owner Policy of Title Insurance described in the last sentence of Section 24.1 hereof. 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.. Neither the whole nor any portion of any Real Property has been condemned or otherwise taken by any public authority, nor, to the Best Knowledge of Seller, is any such condemnation or taking threatened or planned. There will be no outstanding mechanic's and materialmen's liens or claims of creditors against the Assets on the Closing Date that will not be removed by Seller on the Closing Date. To the Best Knowledge of Seller, there are no taxes, assessments or levies of any type whatsoever that can be imposed upon and collected from the Assets arising out of or in connection with the ownership and operation of the Assets or Remaining Property, or any public improvements in the general vicinity of the Real Property, other than ad valorem taxes on the Real Property for the calendar year in which the Closing Date occurs payable to the State of Texas, County of Harrxx, xxe school districts in which the Assets are situated, and the City of Houston, Texas. The conveyance of the Assets contemplated hereunder shall not cause a redesignation of the Assets which will increase the ad valorem or property taxes paid thereon. All transfer taxes and costs of documentary stamps payable in connection with the transactions herein contemplated will be paid by Seller on the Closing Date. To the Best Knowledge of Seller, each of the Dealership Property and the Remaining Property, individually, has sufficient utilities for water, sewage, electricity, gas and other similar services to service the Assets; all necessary connections to public utilities have, or on the Closing Date, will have, been made. All utilities, including, without limitation, sanitary and storm sewer, electrical, gas, telephone, and water lines for the proper operation of the Assets have been connected to or installed upon both the Dealership Property and the Remaining Property, individually, and enter each of the Dealership Property and the Remaining Property, separately and individually, from adjoining public rights of way or through private easements benefiting each (as applicable). Each of the Dealership Property and the Remaining Property has separate and independent access to publicly dedicated and accepted thoroughfares, and all access points from the Dealership Property and the Remaining Property to any public rights of way are either through duly issued curb (and median, if

Properties, Assets and Leasehold Estates. Each Seller owns or has the right to use (pursuant to a valid lease or license disclosed on Part 4.8 of the Disclosure Schedulein PART 4.7 OF THE DISCLOSURE LETTER) all operating assets and properties necessary for such Seller to conduct the Business in the manner presently conducted by such Seller, and and, except for the Excluded Assets, all of such operating assets and properties (or, in the case of leased or licensed assets, the leases and licenses covering such assets) are included in the Assets. PART 4.9 OF THE DISCLOSURE LETTER sets forth a list of the furniture, fixtures and equipment of the Sellers on the date hereof. Except as disclosed in PART 4.9 OF THE DISCLOSURE LETTER, each Seller has good and marketable title to all the its respective 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 equipment and other tangible properties included in the Assets and the tangible property leased by either Seller under leases included in the Assets are in good operating condition and repair, normal wear and tear excepted, except for ordinary, routine maintenance and repairs that are not material in nature or cost, and are capable sufficient for the continued conduct 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 equipment and other tangible properties included in the Assets, and the present use of all such items, conform in all material respects to all applicable Governmental Requirements, and no notice of any violation of any such Governmental Requirements relating to such assets the Assets or their use has been received by either 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. Each 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 Sellers to conduct the Business in the manner presently conducted by SellerSellers, 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 Sellers have 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 Sellers 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 either 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 owns or has the right to use (pursuant to a valid lease or license disclosed on Part 4.8 of the Disclosure ScheduleSchedule 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 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. Neither the whole nor any portion of any real property to be conveyed to Purchaser hereunder has been condemned or otherwise taken by any public authority, nor, to the Best Knowledge of Seller and Shareholder, is any such condemnation or taking threatened or planned.