Tangible Personal Property and Inventory. Schedule 2.1(c) and Schedule 2.1(d) collectively set forth a complete and accurate description of each material item of Tangible Personal Property and Inventory included in the Purchased Assets, including all those with a book value of $10,000 or greater, owned in whole or in part by Seller. Seller has, and shall convey to Purchaser at the Closing, good and valid title to the Tangible Personal Property and Inventory, free and clear of all Encumbrances, except Permitted Encumbrances.
Tangible Personal Property and Inventory. The items listed on SCHEDULE 1.2.1 attached hereto constitute all of the material personal property which is used by Seller in connection with the ownership and operation of the Product Line. SCHEDULE 1.2.2 attached hereto is believed by Seller to be a materially correct list of all of the Inventory owned or used by Seller in connection with the ownership and operation of the Product Line. Said SCHEDULE 1.2.2 is not based upon a physical inventory count, and was prepared by Seller consistent with prior practice. Except as disclosed on SCHEDULE 2.5 of the Exception Schedule attached hereto, no material Tangible Personal Property (i) is held under any lease, security agreement, conditional sales contract, or other title retention or security arrangement, or (ii) is located other than in the possession of Seller. No material items included in the Inventory have been pledged as collateral or are held by Seller on consignment from others, except for such Encumbrances as will be released at Closing.
Tangible Personal Property and Inventory. (a) The Company has good title to all of the material items of tangible personal property (other than Inventory) reflected on the Company Balance Sheet as owned by the Company, except for assets disposed of since the Balance Sheet Date in the ordinary course of business, and all tangible personal property owned by the Company is owned free and clear of all Encumbrances, except for: (a) liens that are listed on Part 2.6(a) of the Disclosure Schedule, none of which shall materially detract from the value, or materially interfere with the present use, of the Company’s tangible personal property considered as a whole; and (b) liens for Taxes not yet due and payable or liens for Taxes being contested in good faith and for which adequate reserves have been made ((a) and (b) together, “Permitted Encumbrances”). The tangible personal property of the Company is in good repair and working order, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. [*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Tangible Personal Property and Inventory. SCHEDULES 1.2.2 AND 1.2.3 attached hereto constitute accurate lists of all of the material personal property and Inventory, respectively, as of the Balance Sheet Date prepared by Seller based on perpetual records and cycle counts which is owned by, leased by, in the lawful possession of, or used by Seller in connection with the ownership and operation of the Business. Except as disclosed on SCHEDULE 2.9 of the Exception Schedule attached hereto, no material Tangible Personal Property (i) is held under any lease, security agreement, conditional sales contract, or other title retention or security arrangement, or (ii) is located other than in the possession of Seller. The Seller's Tangible Personal Property, including, without limitation, its premises, office equipment, machinery, vehicles, furnishings and fixtures are in good operating condition and repair consistent with the Seller's normal practices subject only to ordinary wear and tear. There are no outstanding requirements or recommendations by the Seller's insurers requiring or recommending any repairs or work be done with respect to the Seller's Assets. To Seller's or Shareholders' knowledge, all items of raw materials, work in process and finished goods included in the Inventory, consist of items of a quality and quantity useable and saleable in the Ordinary Course of Business by Seller, except for obsolete and slow moving items and items below standard quality, all of which have been written down on the books of Seller to net realizable market value or have been provided for by adequate reserves in the Financial Information. No material items included in the Inventory have been pledged as collateral or are held by Seller on consignment from others. The Inventory is valued at the lower of cost (determined on a first-in, first-out basis) or market value and on a basis consistent with that of prior years.
Tangible Personal Property and Inventory. To the best of BBS' and the BBS Stockholders' knowledge, BBS is in possession of and has good and marketable title to, or has valid leasehold interests in or valid rights under contract to use, all tangible personal property used in the conduct of its business. All tangible personal property of BBS is adequate and suitable for the conduct by BBS of the business presently being conducted by BBS and is in good working order and condition, ordinary wear and tear excepted. All inventory of BBS reflected on the 1998 Balance Sheet consisted, and all inventory acquired since the date of the 1998 Balance Sheet consists, of a quality and quantity usable and salable in the ordinary course of business consistent with past practice and industry standards (i) except to the extent of the reserve with respect thereto set forth on the 1998 Balance Sheet, and (ii) subject to end-of-year adjustments which shall not have a material adverse effect on the business or assets of BBS.
Tangible Personal Property and Inventory. (ac) Schedules 2.1(d) and 2.1(e) set forth, respectively, a complete and accurate description of each material item of PB1 Tangible Personal Property and PB1 Inventory included in the PB1 Assets, including each item of PB1 Tangible Personal Property or PB1 Inventory with a book value of $10,000 or greater.
Tangible Personal Property and Inventory. EXHIBIT 6.1(G) attached to this Agreement contains a list of certain Tangible Personal Property. All Inventory as of the Closing Date will be of good and merchantable quality and will consist substantially of a quality, quantity and condition usable or saleable in the ordinary course of business. Seller, as of Closing, will not be under any liability or obligation with respect to the return of Inventory in the possession of wholesalers, retailers or others.
Tangible Personal Property and Inventory
