Tangible Personal Property; Sufficiency of Assets. (a) The Company and its Subsidiaries have good and valid title, free and clear of all Liens (other than Permitted Liens), to all tangible personal property that they use in the operation of the business of the Company and its Subsidiaries, including all such tangible personal property reflected in the Company Balance Sheet as being owned by the Company and its Subsidiaries, except for such tangible personal property disposed of to third parties since September 30, 2002 in the ordinary course of business, consistent with past practice and which disposals would not, individually or in the aggregate, have a Company Material Adverse Effect. The tangible personal property of the Company and its Subsidiaries is generally in good working order, reasonable wear and tear excepted, and is suitable for the use for which it is intended in all material respects.
Tangible Personal Property; Sufficiency of Assets. (i) Except as disclosed in Section 4.1(i)(i) of the Disclosure Schedule, to the Knowledge of the Company, the Company and its subsidiaries (1) have good and valid title to all the tangible personal property material to the Business and reflected in the latest audited financial statements included in the SEC Documents as being owned by the Company and its subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of in the ordinary course of business since the date thereof), free and clear of all Liens except (A) statutory Liens securing payments not yet due and (B) such imperfections or irregularities of title or Liens as do not affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, in either case in such a manner as to have a Material Adverse Effect, and (2) are collectively the lessee of all tangible personal property material to the Business and reflected as leased in the latest audited financial statements included in the SEC Documents (or on the books and records of the Company as of the date thereof) or acquired after the date thereof (except for leases that have expired by their terms) and are in possession of the properties purported to be leased thereunder, and each such lease is valid and in full force and effect without default thereunder by the lessee or the lessor, other than defaults that would not have a Material Adverse Effect. Each of the Company and each of its subsidiaries, to the Knowledge of the Company, enjoys peaceful and undisturbed possession under all such leases. Such owned and leased tangible personal property is, to the Knowledge of the Company, in good working order, reasonable wear and tear excepted, and is suitable for the use for which it is intended, except that, which individually or in the aggregate, would not have a Material Adverse Effect.
Tangible Personal Property; Sufficiency of Assets. (a) On or before the Closing Date, Company shall provide Buyer with a complete and accurate schedule describing, and specifying the location of, all Tangible Personal Property of Company . Company owns good and marketable title to all of its Tangible Personal Property, free and clear of any Encumbrances, and none of its Tangible Personal Property is held under any lease, security agreement, conditional sales contract, license, or other title retention or security arrangement, or is located other than in the possession of Company.
Tangible Personal Property; Sufficiency of Assets. (a) The Companies have good and valid title to, or a valid leasehold interest in, the tangible personal property used in the conduct of the Business, reflected on the Latest Balance Sheet or acquired since the date thereof, free and clear of all Liens (except Permitted Liens), except assets disposed of in the Ordinary Course since the Latest Balance Sheet Date. The tangible personal property owned or used by the Companies is in good operating condition and repair, ordinary wear and tear excepted.
Tangible Personal Property; Sufficiency of Assets. (a) Each Company Party and its Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its material tangible personal properties and assets used or held for use in the operation of the Casino owned, directly or indirectly, by such Company Party and the related businesses of such Company Party and its Subsidiaries, free and clear of any Liens, other than Permitted Liens.
Tangible Personal Property; Sufficiency of Assets. (a) An Acquired Company or Related Consolidated Entity owns and has good title to, or has sufficient rights to use pursuant to license, sublicense, agreement or written permission, all material machinery, equipment and other tangible personal property reflected in the books and records or the Financial Statements as owned by the Acquired Companies or Related Consolidated Entities, free and clear of any Encumbrance, other than Permitted Encumbrances. Such material machinery, equipment and other tangible personal property are in good condition and repair (ordinary wear and tear excepted), have been maintained in accordance with commercially reasonable industry practices in all material respects, and are sufficient to operate the Business as it has been conducted in the Ordinary Course.
Tangible Personal Property; Sufficiency of Assets. (a) Schedule 3.6(a) is a complete and accurate schedule describing, and specifying the location of, all Tangible Personal Property. Company owns good and marketable title to all of the Tangible Personal Property, free and clear of any Encumbrances, and none of the Tangible Personal Property is held under any lease, security agreement, conditional sales contract, license, or other title retention or security arrangement, or is located other than in the possession of Company.
Tangible Personal Property; Sufficiency of Assets. (a) Except as disclosed on Schedule 4.9 hereto, each of Lottery and each of its Subsidiaries has good and valid title to all tangible personal property which it owns or uses in the operations of its business, including all such tangible personal property reflected in the Company Balance Sheet as owned by Lottery, except (x) for personal property leased (exclusive of capitalized leases) pursuant to a written agreement identified on Schedule 4.9 and (y) for such tangible personal property disposed of to third parties since the date of the Balance Sheet Date in the ordinary course of business and consistent with past practice, in each case free and clear of all liens, charges, security interests, assessments, claims or encumbrances of any kind whatsoever ("Liens"), except (i) mechanics', materialmen's, carriers', workmen's, warehousemen's, repairmen's, landlord's or other like Liens securing obligations that are not delinquent, (ii) Liens for taxes and other governmental charges which are not due and payable or which may be paid without penalty, (iii) purchase money liens securing the purchase price of the related personal property listed as purchase money liens on Schedule 4.9; and (iv) other Liens, if any, set forth in Schedule 4.9. Except as set forth in Schedule 4.9, all of the tangible personal property owned or used in the operation of the business of Lottery and the Subsidiaries is in good working order, reasonable wear and tear excepted, and are suitable for the use for which they are intended in all material respects.
Tangible Personal Property; Sufficiency of Assets. (a) Except as set forth on Schedule 4.8 (a) hereto: (a) Seller has good, valid and assignable title to, or valid leasehold interests in, all of the Acquired Assets, in each case free and clear of any Liens, other than Permitted Liens;
Tangible Personal Property; Sufficiency of Assets. (a) Except as disclosed on Schedule 3.16, the Company has good and valid title to all tangible personal property which it owns or uses in the operation of its business, including all such tangible personal property reflected in the Last Balance Sheet as owned by the Company, except (x) for personal property leased (exclusive of capitalized leases) by the Company pursuant to a written agreement identified on Schedule 3.16 and (y) for such tangible personal property disposed of to third parties since the date of the Last Balance Sheet in the ordinary course of business and consistent with past practices, in each case free and clear of all Liens, except (i) mechanics', materialmen's, carriers', workmen's, warehousemen's, repairmen's, landlord's or other like Liens securing obligations that are not delinquent; (ii) Liens for Taxes and other governmental charges which are not due and payable or which may be paid without penalty; (iii) purchase money liens securing the purchase price of the related personal property listed as purchase money liens on Schedule 3.16; and (iv) other Liens, if any, set forth in Schedule 3.16. Except as set forth in Schedule 3.16, none of the tangible personal property which is used in the business of the Company is leased by the Company. The tangible personal property owned or used in the operation of the business of the Company are in good working order, reasonable wear and tear excepted, and are suitable for the use for which they are intended in all material respects.
