Tangible and Intangible Assets. SE has full title and interest in all machinery, equipment, furniture, leasehold improvements, fixtures, vehicles, structures, patents, licenses owned or leased or licensed by SE, any related capitalized items or other tangible or intangible property material to the business of SE (the "Tangible and Intangible Assets"). SE holds all rights, title and interest in all the Tangible and Intangible Assets owned by it on the Balance Sheet or acquired by it after the date of the Balance Sheet, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts or any other encumbrances except as set forth on Schedule 2.11. All of the Tangible and Intangible Assets are in good operating condition and repair and are usable in the ordinary course of business of SE and conform to all applicable laws, ordinances and governmental orders, rules and regulations relating to their construction and operation.
Tangible and Intangible Assets. All tangible and intangible personal property rights of Advanced in and to the Assets (the “Tangible and Intangible Assets”), which are reflected on Schedule1.2(c).
Tangible and Intangible Assets. All tangible and intangible personal property rights of Island Breeze International in and to the Assets (the "Tangible and Intangible Assets"), which are reflected on Schedule1.2(c).
Tangible and Intangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible and intangible assets necessary for the conduct of the Business as now conducted and as proposed to be conducted. The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of all Liens, except such imperfections of title and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected thereby. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default), except for such defaults (including defaults that would arise upon lapse of time following, and/or notice of, such events) which are not, individually or in the aggregate, material. All material items of equipment (the “ Equipment”) owned or leased by the Company are (i) adequate and suitable for the purposes for which they are now used and proposed to be used, (ii) in good operating condition, regularly and properly maintained subject to normal wear and tear, and (iii) free from defects (patent and latent).
Tangible and Intangible Assets. The Business includes, in particular, the following:
Tangible and Intangible Assets. ERC has full title and interest in all machinery, equipment, furniture, leasehold improvements, fixtures, vehicles, structures, patents, licenses owned or leased or licensed by ERC, any related capitalized items or other tangible or intangible property material to the business of ERC (the "Tangible and Intangible Assets"). ERC holds all rights, title and interest in all the Tangible and Intangible Assets owned by it on the Balance Sheet or acquired by it after the date of the Balance Sheet, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts or any other encumbrances except as set forth on Schedule 3.11. All of the Tangible and Intangible Assets are in good operating condition and repair and are usable in the ordinary course of business of ERC and conform to all applicable laws, ordinances and governmental orders, rules and regulations relating to their construction and operation.
Tangible and Intangible Assets. All of the Tangible Assets and Intangible Assets that are transferred and assigned by Seller to Purchaser on the Initial Closing Date are sufficient to operate the business and affairs of the Acquired Division in the ordinary course and consistent with the manner it was conducted prior to the Initial Closing Date. All such Tangible Assets and Intangible Assets have been used by Seller in accordance with all applicable license agreements and other requirements related thereto.
Tangible and Intangible Assets. The Tangible Assets are listed on EXHIBIT 3(k) TO THE DISCLOSURE LETTER. The Intangible Assets are listed on EXHIBIT 3(k) TO THE DISCLOSURE LETTER. Except as disclosed in SECTION 3(k) OF THE DISCLOSURE LETTER, Seller is the sole and exclusive owner of, or leases or has a license to use, the Tangible and Intangible Assets that are Acquired Assets. Each such Tangible Asset has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear) as reasonably required for their use as presently conducted or planned by Seller, and are free and clear of any Encumbrance, other than the Permitted Encumbrances.
Tangible and Intangible Assets. All tangible and intangible personal property rights of EMI in and to the Assets (the “Tangible and Intangible Assets”), which are reflected on Schedule1.2(c).
Tangible and Intangible Assets. EMVELCO has full title and interest in all machinery, equipment, furniture, leasehold improvements, fixtures, vehicles, structures, patents, licenses owned or leased or licensed by EMVELCO, any related capitalized items or other tangible or intangible property material to the business of EMVELCO (the "Tangible and Intangible Assets"). EMVELCO holds all rights, title and interest in all the Tangible and Intangible Assets owned by it on the Balance Sheet or acquired by it after the date of the Balance Sheet, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts or any other encumbrances except as set forth on Schedule 3.11. All of the Tangible and Intangible Assets are in good operating condition and repair and are usable in the ordinary course of business of EMVELCO and conform to all applicable laws, ordinances and governmental orders, rules and regulations relating to their construction and operation.
