Tangible Personal Assets. The Company and its Subsidiaries, in the aggregate, have good and valid title to, or a valid interest in, all of their respective material tangible personal assets, free and clear of all Liens, other than Company Permitted Liens.
Tangible Personal Assets. (a) The Company has good title to, or a valid interest in, all of its tangible personal assets, free and clear of all Liens, other than (i) Permitted Liens or (ii) Liens that, individually or in the aggregate, do not materially interfere with the ability of the Company thereof to conduct its business as currently conducted and do not adversely affect the value of, or the ability to sell, such personal properties and assets.
(b) The Company’s tangible personal assets are in good operating condition, working order and repair, subject to ordinary wear and tear, free from defects (other than defects that do not interfere with the continued use thereof in the conduct of normal operations) and are suitable for the purposes for which they are currently being used.
Tangible Personal Assets. Parent and its Subsidiaries, in the aggregate, have good and valid title to, or a valid interest in, all of their respective material tangible personal assets, free and clear of all Liens, other than Parent Permitted Liens.
Tangible Personal Assets. (a) Except as set forth in Section 4.9 of the Disclosure Schedule, the Companies have good title to, or a valid interest in, all of their tangible personal assets, free and clear of all Liens, except for Permitted Liens.
(b) The Companies’ tangible personal assets are in operating condition and working order and repair, when taken as a whole, subject to ordinary wear and tear and repairs from time to time in the ordinary course of business and are suitable for the purposes for which they are currently being used.
Tangible Personal Assets. (a) Except as set forth in Section 4.9(a) of the Disclosure Schedule or as set forth below, each of the Companies has good title to, or a valid interest in, all of its tangible personal assets, free and clear of all Liens, other than (i) Permitted Liens or (ii) Liens that, individually or in the aggregate, do not materially interfere with the ability of such Company thereof to conduct its business as currently conducted and do not adversely affect the value of, or the ability to sell, such personal properties and assets. Buyer acknowledges that all Liabilities of the Company existing on the Closing Date will be assumed at the Closing and Liens will remain on the Assets for all such Liabilities which are outstanding as of the Closing Date, except for the Corporation Loans, which Seller shall pay on or prior to the Closing, and the corresponding Liens of the Corporation Loans, which Seller shall cause to be terminated. Buyer acknowledges that there is currently a lien filed against the Corporation’s assets by Kalamata Capital Group (the “Kalamata Lien”) naming CMD as a debtor, by Corporate Service Company, as Representative, initial filing number in Nevada 2021172492-1 (the “UCC-1”) with the debtors listed as The Custom Built LLC and CMD Inc., which UCC-1 was executed by Xxxxxxxxxx Xxxxxxx, a former employee of the Corporation. The Corporation has disputed the validity of this lien and the lien has since been released but still shows as a lien on the Nevada Secretary of State’s website. Seller shall indemnify Buyer from any and all Losses (as defined in Section 9.2) existing on the date hereof or in the future relating to the Kalamata Lien and the UCC-1.
(b) To the Knowledge of the Seller, each Company’s tangible personal assets are in good operating condition, working order and repair, subject to ordinary wear and tear, free from defects (other than defects that do not interfere with the continued use thereof in the conduct of normal operations) and are suitable for the purposes for which they are currently being used.
Tangible Personal Assets. (a) The Company has good title to, or a valid interest in, all of its tangible personal assets, free and clear of all Liens, other than (i) Permitted Liens or (ii) Liens that, individually or in the aggregate, do not materially interfere with the ability of the Company thereof to conduct its business as currently conducted and do not adversely affect the value of, or the ability to sell, such personal properties and assets. Certain assets described in the Section 4.9 of the Disclosure Schedule although used in the business of the Company are excluded from this transaction and shall remain the separate property of the Sellers, provided that any and all associated debt relating to such excluded assets shall be assumed by the Sellers. The exclusion of such assets from the business does not adversely affect the operations of the Company.
(b) The Company’s tangible personal assets are in good operating condition, working order and repair, subject to ordinary wear and tear, free from defects (other than defects that do not interfere with the continued use thereof in the conduct of normal operations) and are suitable for the purposes for which they are currently being used.
Tangible Personal Assets. The Oceanbulk Companies, in the aggregate, have good and valid title to, or a valid interest in, all of their respective tangible personal assets, free and clear of all Liens, other than (i) Permitted Liens or (ii) Liens that individually or in the aggregate, do not materially interfere with the ability of any Oceanbulk Company to conduct its business as currently conducted.
Tangible Personal Assets. (a) The Companies have good title to, or a valid interest in, all of their tangible personal assets, free and clear of all Liens, other than (i) Permitted Liens or (ii) Liens that, individually or in the aggregate, do not materially interfere with the ability of the Companies thereof to conduct their business as currently conducted and do not adversely affect the value of, or the ability to sell, such personal properties and assets.
(b) The Companies’ tangible personal assets are in good operating condition, working order and repair, subject to ordinary wear and tear, free from defects (other than defects that do not interfere with the continued use thereof in the conduct of normal operations) and are suitable for the purposes for which they are currently being used.
Tangible Personal Assets. (a) The Companies have good title to, or a valid interest in, all of their tangible personal assets, free and clear of all Liens, other than (i) Liens for current real or personal property Taxes that are not yet due and payable or that may hereafter be paid without material penalty or that are being contested in good faith, (ii) statutory Liens of landlords and workers,’ carriers’ and mechanics’ or other like Liens incurred in the ordinary course of business or that are being contested in good faith, (iii) Liens and encroachments which do not materially interfere with the present or proposed use of the properties or assets they affect, (iv) Liens that will be released prior to or as of the Closing, (v) Liens arising under this Agreement, (vi) Liens created by or through the Buyer, and (vii) Liens set forth in Section 4.9 of the Disclosure Schedule, or (viii) Liens that, individually or in the aggregate, do not materially interfere with the ability of the Companies to conduct their business as currently conducted and do not adversely affect the value of, or the ability to sell, such personal properties and assets (the “Permitted Liens”).
(b) The Companies’ tangible personal assets are suitable for the purposes for which they are currently being used. The Buyer acknowledges that the Companies’ tangible personal assets are being indirectly acquired by the Buyer through the Acquisition in “As-Is” condition, without any representations or warranties from the Sellers relating thereto. The Buyer further acknowledges that it has had an opportunity to inspect the Companies’ tangible personal assets, including all furniture, fixtures and equipment, and that it has adequately investigated and is satisfied with the “As-Is” condition of the foregoing.
Tangible Personal Assets. (a) Except as set forth in Section 4.9 of the Disclosure Schedule, the Company has good title to, or a valid interest in, all of its tangible personal assets, free and clear of all Liens, other than (i) Permitted Liens or (ii) Liens that, individually or in the aggregate, do not materially interfere with the ability of the Company thereof to conduct its business as currently conducted and do not adversely affect the value of, or the ability to sell, such personal properties and assets.
(b) The Company’s tangible personal assets are in operating condition and working order and repair, when taken as a whole, subject to ordinary wear and tear and repairs from time to time in the ordinary course of business and are suitable for the purposes for which they are currently being used.
