Tangible Personal Property Other Than Inventory Sample Clauses

Tangible Personal Property Other Than Inventory. (a) Except as set forth in Schedule 4.6, to Seller's Knowledge all of the M&E and other items of tangible personal property included among the Acquired Assets (other than the Inventory and office and maintenance supplies), or which are leased by Seller pursuant to an Assumed Contract, have been operated by Seller in material conformity with all applicable Laws, manufacturer's operating manuals, manufacturer's warranties, and insurance requirements. (b) Except as set forth in Schedule 4.6, to Seller's Knowledge, all lessors of all M&E and other tangible personal property leased to Seller pursuant to an Assumed Contract have performed and satisfied in all material respects their respective duties and obligations under such Assumed Contracts.
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Tangible Personal Property Other Than Inventory. Except as indicated on Schedule 4.8: (a) Seller has good title to each item of tangible personal property which it owns, free and clear of all liens, leases, encumbrances, claims under bailment and storage agreements, equities, conditional sales contracts, security interests, charges and restrictions except for liens, if any, for personal property taxes not yet due and payable; (b) Each material item of tangible personal property included in the Transferred Assets, as of the Closing Date, will be in good operating condition and repair, ordinary wear and tear excepted; and (c) Seller owns or otherwise has the right to use all of the tangible personal property now used by it in the operation of the Business or the use of which is necessary for the performance of any contract or proposal to which Seller is a party.
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Tangible Personal Property Other Than Inventory. Schedules 1.1(a) ----------------------------------------------------------------- and 3.10 set forth a list and description of (i) all tangible property (other -------- than inventory) owned by Seller and used in the Business, and having a book value in excess of $2,500, (ii) a list of computer software and programs (excluding personal computer software generally available to the public), computer operating systems and applications used primarily in the Business, and (iii) a list of the owners of, and copies of any agreements relating to the use of, each such item of tangible personal property not owned by Seller and the circumstances under which such property is used and what consents and authorizations are necessary for such property to continue to be used by Buyer.
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Tangible Personal Property Other Than Inventory. Schedule 4.7 attached hereto includes (i) a list of each item of tangible personal property other than inventory owned by the Company having on the date hereof a depreciated book value in excess of $500, or not owned by the Company but in the possession of or used by the Company without regard to the amount of rental payments, and (ii) a list of all leased items of tangible personal property together with the owners thereof, and copies of any agreements relating to the use of, each such item of tangible personal property not owned by the Company and the circumstances under which such property is used and what consents or authorizations are necessary for such property to continue after the Closing Date to be used by the Company. Except as indicated on Schedule 4.7 hereto: (a) The Company has good and marketable title to each item of tangible personal property which it owns free and clear of all liens, leases, encumbrances, claims under bailment and storage agreements, equities, conditional sales contracts, security interests, charges and restrictions except for liens, if any, for personal property taxes not yet due and payable; (b) Each item of tangible personal property not owned by the Company is currently in such condition that upon the return of such property to its owner in its present condition at the end of the relevant lease term or as otherwise contemplated by the applicable agreement between the Company and the owner or lessor thereof, the obligations of the Company to such owner or lessor would be discharged without further obligation or the payment of any termination fee, penalty or other fees; (c) Each item of tangible personal property (whether owned or leased) is, and as of the Closing Date shall be, in good operating condition and repair, subject only to ordinary wear and tear; (d) At Closing, the Company shall own all of the assets reflected on the Annual Financial Statements and the Interim Financial Statements except for the Excluded Assets and those items disposed of in the ordinary course of business since the date of such financial statements; (e) The Company owns or otherwise has the right to use all of the tangible personal property now used by it in the operation of the Hospital, including all instances where the use of which is necessary for the performance of any contract or proposal to which the Company is a party; and (f) Each item of tangible personal property whether owned or leased by the Company has been used by the Company ...
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Tangible Personal Property Other Than Inventory. (a) Except as set forth in Schedule 4.6(a), all of the machinery, equipment, vehicles and other items of tangible personal property included among the Acquired Assets (other than Inventory and Supplies), or which are leased by a Seller pursuant to a Contract, have been operated by Sellers in material conformity with all applicable Laws, manufacturer's operating manuals, manufacturer's warranties, and insurance requirements. (b) Except as set forth in Schedule 4.6(b), to Sellers' Knowledge, all lessors of all machinery, equipment and other tangible personal property leased to a Seller pursuant to a Contract have performed and satisfied in all material respects their respective duties and obligations under such Contracts. (c) The tangible assets listed in Schedule 4.6(c) or subject to any of the equipment leases or other leases listed on Schedule 4.6(c) constitute all of the tangible assets (other than Inventory and Supplies) included in the Acquired Assets that have a per-item book value in excess of $100,000. (d) Except as set forth on Schedule 4.6(d), All tangible assets (other than Inventory and Supplies) included in the Acquired Assets or that are the subject of leases included in the Acquired Assets that are material to the operation of the Business are in normal operating condition and repair, subject to ordinary wear, tear and maintenance and have been operated or used by Sellers in material compliance with the requirements of the Occupational Safety and Health Act.
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Tangible Personal Property Other Than Inventory. Except as indicated on Schedule 4.22: (a) The Company has good and marketable title to each item of tangible personal property included in the most recent Company Financial Statements which it owns free and clear of all Liens, leases, claims under bailment and storage agreements, equities, conditional sales contracts, security interests, charges and restrictions except for liens, if any, for personal property taxes not yet due and payable; (b) Each item of tangible personal property included in the most recent Company Financial Statements not owned by the Company is currently in such condition that, upon the return of such property to its owner in its present condition at the end of the relevant lease term or as otherwise contemplated by the applicable agreement between Seller and the owner or lessor thereof, the obligations of Seller to such owner or lessor would be discharged without further obligation or the payment of any termination fee, penalty or other fees; (c) Each material item of tangible personal property included in the most recent Company Financial Statements is, and as of the Closing Date shall be, in good operating condition and repair, ordinary wear and tear excepted; (d) The Company owns or otherwise has the right to use all of the tangible personal property now used by it in the operation of the business or the use of which is necessary for the performance of any contract to which the Company is a party; and (e) Each item of tangible personal property owned by the Company and included in the most recent Company Financial Statements has been used by Seller in the ordinary course of the business.
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Tangible Personal Property Other Than Inventory. Except as indicated on Schedule 4.7: (a) Seller has good and marketable title to each item of tangible personal property included in the Acquisition Assets, each of which it owns free and clear of all liens, leases, encumbrances, claims under bailment and storage agreements, equities, conditional sales contracts, security interests, charges and restrictions except for liens, if any, for personal property taxes not yet due and payable; (b) To the best knowledge of Seller and the Shareholder, each item of tangible personal property not owned by Seller, but subject to a lease agreement being assigned to Purchaser as a part of the Acquisition Assets, is currently in such condition that, upon the return of such property to its owner in its present condition at the end of the relevant lease term or as otherwise contemplated by the applicable agreement between Seller and the owner or lessor thereof, the obligations of
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Related to Tangible Personal Property Other Than 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.

  • 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).

  • 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.

  • Fixtures and Equipment Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

  • 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.

  • 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.

  • Furniture, Fixtures and Equipment Sublessee shall have the right to use during the Term the office furnishings and equipment within the Subleased Premises that are identified on Exhibit C attached hereto, as such exhibit may be adjusted by mutual agreement of the parties prior to the Third Floor Premises Delivery Date (the “Furniture”), provided Sublessee may only use the Furniture located in the Second Floor Premises after the Second Floor Commencement Date. The Furniture is provided in its “AS IS, WHERE IS” condition, without representation or warranty whatsoever. Sublessee shall insure the Furniture under the property insurance policy required under the Master Lease, as incorporated herein, and pay all taxes with respect to the Furniture. Sublessee shall maintain the Furniture in good condition and repair, reasonable wear and tear excepted, and shall be responsible for any loss or damage to the same occurring during the Term. Sublessee shall surrender the Furniture to Sublessor upon the termination of this Sublease in the same condition as exists as of the applicable Delivery Date, reasonable wear and tear excepted. Sublessee shall not remove any of the Furniture from the Subleased Premises. Notwithstanding anything to the contrary herein, Sublessee may provide Sublessor with written notice one (1) time not less than forty-five (45) days prior to the Third Floor Premises Delivery Date that lists any items of Furniture that Sublessee does not want to use and Sublessor shall, at no cost to Sublessee, remove such items from the Subleased Premises prior to the Third Floor Premises Delivery Date and such items shall no longer be considered Furniture hereunder. Notwithstanding the foregoing, provided Sublessee is not in default beyond the expiration of any applicable cure or grace period as of the date of the expiration or earlier termination of this Sublease, which condition may be waived by Sublessor in its sole discretion, then upon the expiration or earlier termination of this Sublease, the Furniture shall become the property of Sublessee, and Sublessee shall accept the same in its “AS IS, WHERE IS” condition, without representation or warranty whatsoever except as provided in the Bill of Sale referred to in the following sentence. In the event the Furniture is to become the property of Sublessee upon the expiration or earlier termination of this Sublease pursuant to the terms of the immediately preceding sentence, then Sublessor agrees to execute and deliver to Sublessee a Bill of Sale in the form of Exhibit D attached hereto conveying and transferring to Sublessee the Furniture.

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