Tangible Personal Property; Real Property. (a) Set forth in Section II(A) of the Information Certificate are all the locations where any Grantor currently maintains or has maintained any material amount of its tangible personal property (including but not limited to Goods, Inventory and Equipment) whether or not in the possession of such Grantor within the past five (5) years.
Tangible Personal Property; Real Property. (a) The Company or its Subsidiary has good and valid title to, or a valid leasehold interest in, all of the Assets, in each case free and clear of all Liens other than Permitted Liens.
Tangible Personal Property; Real Property. Seller is in possession of and has good title to use, all the Tangible Personal Property, which includes all tangible personal property reflected on the balance sheet portion of the Business Financial Statements and tangible personal property acquired since the date of the Business Financial Statements other than Inventory disposed of since such date in the ordinary course of business consistent with past practice. All the Tangible Personal Property is in good working order and condition, ordinary wear and tear excepted, and its use complies in all material respects with all applicable laws. Seller has not received any notice of any appropriation, condemnation or like proceeding, or of any violation of any applicable zoning law, regulation or other law, order, regulation or requirement relating to or affecting the Real Property, and to the Knowledge of Seller’s officers and the Seller Stockholders, no such proceeding has been threatened or commenced. All of the buildings, structures, improvements and fixtures which are Acquired Assets are in good state of repair, maintenance and operating condition and except for normal wear and tear and there are no defects with respect thereto which would impair the day-to-day use of any such buildings, structures, improvements or fixtures or which would subject them to liability under applicable law.
Tangible Personal Property; Real Property. (a) Section 4.9(a) of the Disclosure Schedules lists all machinery, equipment, parts, tools, fixtures, furniture, office equipment, computer hardware, supplies, motor vehicles, fork-lift trucks and other rolling stock and other items of tangible personal property of the Company (the “Tangible Personal Property”). Section 4.9(a) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such Real Property is leased or subleased by the Company (the “Leased Real Property”), the lessor, the lessee, the lease term and the lease, sublease or other Contract pursuant to which the Company holds a possessory interest in the Leased Real Property and all amendments, renewals or extensions thereto (each, a “Lease”); and (iii) the current use of such Real Property.
Tangible Personal Property; Real Property. (a) The assets and rights of the Company and its Subsidiaries include all of the material assets and rights of the Company and its Subsidiaries which were used in the conduct of the Business as conducted on October 4, 2014, subject to such changes as have occurred in the ordinary course of business consistent with past practice or otherwise permitted by this Agreement since such date. The Company or a Subsidiary of the Company has good and valid title to all tangible personal property assets reflected on the October 4, 2014 balance sheet included in the Financial Statements as being owned by them or, with respect to those thereafter acquired by them prior to the Closing Date, as of the date such assets are so acquired, other than those disposed of since October 4, 2014 in the ordinary course of business, in each case free and clear of all Liens other than Permitted Liens. This Section 3.12(a) does not relate to real property or interests in real property, such items being the subject of Section 3.12(b), or to intellectual property, such items being the subject of Section 3.13.
