Tangible Personal Property and Inventory Sample Clauses

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.
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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.
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Tangible Personal Property and Inventory. 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.
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Tangible Personal Property and Inventory. (a) Schedule 2.1(d) and 2.1(e) set forth, respectively, a complete and accurate description of each material item of Tangible Personal Property and Inventory included in the Purchased Assets, including each item of Tangible Personal Property or Inventory with a book value of Ten Thousand Dollars ($10,000) or greater and each item of Tangible Personal Property or Inventory that is material to the ownership, use, operation, or maintenance of the Project. (b) The registry of Inventory as of June 19, 2018, is set forth on Schedule 4.8. (c) 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. As of the Closing, no Tangible Personal Property or Inventory included in the Purchased Assets is owned by any Person other than Seller, except for the Leased Personal Property.
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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.
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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.
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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. (b) The Company has good title to all of the Inventory reflected on the Company Balance Sheet as owned by the Company, except for Inventory disposed of since the Balance Sheet Date in the ordinary course of business, and all Inventory owned by the Company is owned free and clear of all Encumbrances. All such Inventory complies with the relevant specifications therefor and has been manufactured, handled, maintained, packaged, and stored by Seller Parties and the Company, and to the Knowledge of Seller Parties and the Company after reasonable inquiry, by any third party manufacturer, at all times in accordance and compliance with all applicable Legal Requirements.
Sample 1
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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.
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Tangible Personal Property and Inventory 
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Related to Tangible Personal Property and Inventory

  • Tangible Personal Property (a) The Contractor on its behalf and on behalf of its Affiliates, as defined below, shall comply with the provisions of Conn. Gen. Stat. §12-411b, as follows: (1) For the term of the Contract, the Contractor and its Affiliates shall collect and remit to the State of Connecticut, Department of Revenue Services, any Connecticut use tax due under the provisions of Chapter 219 of the Connecticut General Statutes for items of tangible personal property sold by the Contractor or by any of its Affiliates in the same manner as if the Contractor and such Affiliates were engaged in the business of selling tangible personal property for use in Connecticut and had sufficient nexus under the provisions of Chapter 219 to be required to collect Connecticut use tax; (2) A customer’s payment of a use tax to the Contractor or its Affiliates relieves the customer of liability for the use tax; (3) The Contractor and its Affiliates shall remit all use taxes they collect from customers on or before the due date specified in the Contract, which may not be later than the last day of the month next succeeding the end of a calendar quarter or other tax collection period during which the tax was collected; (4) The Contractor and its Affiliates are not liable for use tax billed by them but not paid to them by a customer; and (5) Any Contractor or Affiliate who fails to remit use taxes collected on behalf of its customers by the due date specified in the Contract shall be subject to the interest and penalties provided for persons required to collect sales tax under chapter 219 of the general statutes. (b) For purposes of this section of the Contract, the word “Affiliate” means any person, as defined in section 12-1 of the general statutes, that controls, is controlled by, or is under common control with another person. A person controls another person if the person owns, directly or indirectly, more than ten per cent of the voting securities of the other person. The word “voting security” means a security that confers upon the holder the right to vote for the election of members of the board of directors or similar governing body of the business, or that is convertible into, or entitles the holder to receive, upon its exercise, a security that confers such a right to vote. “Voting security” includes a general partnership interest. (c) The Contractor represents and warrants that each of its Affiliates has vested in the Contractor plenary authority to so bind the Affiliates in any agreement with the State of Connecticut. The Contractor on its own behalf and on behalf of its Affiliates shall also provide, no later than 30 days after receiving a request by the State’s contracting authority, such information as the State may require to ensure, in the State’s sole determination, compliance with the provisions of Chapter 219 of the Connecticut General Statutes, including, but not limited to, §12-411b.

  • Intangible Personal Property (a) The Disclosure Schedule contains a true and complete list of all material trademarks, service marks, trade names (including the name "OmniAmerica" and all derivations thereof used by OmniAmericaSub), patents, copyrights and applications for the foregoing owned by OmniAmericaSub (collectively, the "OmniAmericaSub Intellectual Property"), all material licenses to which OmniAmericaSub is a licensor or licensee, and all non-competition covenants of OmniAmericaSub. OmniAmericaSub is the sole and exclusive owner of the OmniAmericaSub Intellectual Property indicated on the Disclosure Schedule to be owned by it free and clear of all Liens, except Permitted Liens, if any, and has the right to use the OmniAmericaSub Intellectual Property, having not granted or entered into any agreement, covenant, license or sublicense with respect thereto. (b) No written claims or demands have been asserted against any of the OmniSubsidiaries with respect to any of the OmniAmericaSub Intellectual Property, and no Proceedings have been instituted, are pending or, to the Knowledge of OmniAmerica Management, threatened against OmniAmericaSub which challenge the rights of OmniAmericaSub with respect to any of such assets. To the Knowledge of OmniAmerica Management, the businesses and operations of OmniAmericaSub and the use or publication of the OmniAmericaSub Intellectual Property does not involve infringement or claimed infringement of any United States trademark, trade name, copyright or patent. (c) No director, officer or stockholder, or, to the Knowledge of OmniAmerica Management, employee, consultant, distributor, representative, advisor, salesman or agent of any of the OmniSubsidiaries owns, directly or indirectly, in whole or in part, any trademarks, trade names, or copyrights, or applications for the foregoing, or other material tangible personal property which OmniAmericaSub is presently using or the use of which is necessary for the business of any of the OmniSubsidiaries as now conducted. None of the directors, officers or stockholders of any of the OmniSubsidiaries has entered into any agreement regarding know-how, trade secrets, or prohibition or restriction of competition, or solicitation of customers or any other similar restrictive agreement or covenant, whether written or oral, with any Persons other than the OmniSubsidiaries.

  • Property and Equipment The buildings, plants, structures located at the Plant Property and the Equipment are all owned by the CCC Company free and clear of all Liens (except Permitted Liens) and are structurally sound, are in good operating condition and repair, subject to normal wear and tear, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, personal property or Equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

  • Personal Property In addition to the real property described in Section II, the Seller shall include the following personal property:

  • Real Property; Personal Property (a) On the Disaffiliation Date, Local Church will have full title and ownership of the Real Property and Personal Property. The parties shall ensure all necessary transfers or other transactions relating to the above properties are completed on or prior to the Disaffiliation Date. Any costs resulting from such transfers or other transactions shall be borne by Local Church. Annual Conference shall fully cooperate with Local Church, as needed and applicable, to ensure that such transfers and other transactions convey all of Annual Conference’s interest – both for itself and on behalf of The United Methodist Church – in the Real Property and Personal Property, both tangible and intangible, of Local Church. (b) At Closing, the Annual Conference shall deliver to the Local Church: (i) the Deed(s) quitclaiming and releasing all interest of the Annual Conference in the Real Property to the Local Church; (ii) the Bill of Sale conveying all the interest of the Annual Conference in the Personal Property to the Local Church; and, (iii) a FIRPTA certificate.

  • Leased Personal Property Other than Personal Property owned by the Company or the Company Subsidiary, the Company or the Company Subsidiary has good and valid leasehold title to all of the tangible personal property Assets used by the Company or the Company Subsidiary, free and clear of any and all Encumbrances other than Permitted Encumbrances which would not permit the termination of the lease therefor by the lessor. Disclosure Schedule 3.9(c) sets forth all Leases for personal property. With respect to each Lease listed on Disclosure Schedule 3.9(c), (i) there has been no breach or default under such Lease by the Company, the Company Subsidiary or by any other party, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause (with or without notice and with or without the passage of time) a default under any such Lease, (iii) such Lease is a valid and binding obligation of the applicable lessor, is in full force and effect and is enforceable by the Company or the Company Subsidiary in accordance with its terms, (iv) no action has been taken by the Company or the Company Subsidiary and no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than by the Company or the Company Subsidiary without the consent of the Company or the Company Subsidiary, (v) no party has repudiated any term thereof or threatened to terminate, cancel or not renew any such Lease, and (vi) neither the Company nor the Company Subsidiary has assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in any leased property subject thereto (or any portion thereof).

  • Tangible Property Except for specific items which may be owned by independent contractors, the machinery, equipment, fixtures, tools and supplies used in connection with the Resort, including without limitation, with respect to the operations and maintenance of the Common Elements, are owned either by Borrower, Silverleaf Club, or the applicable Timeshare Owners’ Association.

  • Other Personal Property Unless at the time the Secured Party takes possession of any tangible Collateral, or within seven days thereafter, the Debtor gives written notice to the Secured Party of the existence of any goods, papers or other property of the Debtor, not affixed to or constituting a part of such Collateral, but which are located or found upon or within such Collateral, describing such property, the Secured Party shall not be responsible or liable to the Debtor for any action taken or omitted by or on behalf of the Secured Party with respect to such property.

  • Personal Property Requirements The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law): (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blank; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iii) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; (iv) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

  • Title to Personal Property Each of the Company and its subsidiaries has good and marketable title to, or have valid and marketable rights to lease or otherwise use, all items of personal property owned or leased (as applicable) by them, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

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