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 Shareholder and Company in and to the Assets (the "Tangible and Intangible Assets"), which are reflected on Schedule2.2(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. 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. All tangible and intangible personal property rights of Elevate and EMG used by or useful in the operation of the iAlarm Business (the "Tangible and Intangible Assets"), which are reflected on Schedule 2.2(c).
Tangible and Intangible Assets. TAEC has no tangible or intangible assets other than the Option Agreement.
Tangible and Intangible Assets. All tangible and intangible personal property rights of ECG (the "Tangible and Intangible Assets").
Tangible and Intangible Assets. All tangible and intangible personal property rights of Hampton in and to the Assets (the "Tangible and Intangible Assets"), which are reflected on Schedule1.2 (c).
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.
