Tangible Personal Property; Title to Assets Sample Clauses

Tangible Personal Property; Title to Assets. Except (a) with ------------------------------------------- respect to the Owned Real Property and the Leased Real Property which are the subject of Section 2.1.10 and (b) as listed or described on Schedule 2.1.9, the tangible assets owned by the Company as of the date hereof or hereafter purchased or acquired by the Company are owned by the Company free and clear of all Liens except for (i) Liens that are listed or described on Schedule 2.1.9, (ii) mechanics', carriers', workers', repairmen's or other similar Liens arising or incurred in the ordinary course of business of the Business relating to liabilities of the Company that are not overdue, (iii) Liens for taxes, assessments and other similar governmental charges which are not due and payable or which may thereafter be paid without penalty, and (iv) Liens that arise under zoning, land use and other similar Laws and other imperfections of title or encumbrances, if any, which could not be reasonably expected, individually or in the aggregate, materially to affect the marketability of the property subject thereto or to impair the continued use of the property subject thereto in the Business as presently conducted. (The items referred to in clauses (i) through (iv) of the immediately preceding sentence are hereafter referred to as "Permitted

Tangible Personal Property; Title to Assets. (a) Except (i) with respect to the Owned Real Property and the Leased Real Property which are the subject of Section 2.1.7, (ii) as listed or referred to on Schedule 2.1.6(a), and (iii) for assets sold in the ordinary course of business to any Person who is not an Affiliate of Seller in transactions believed by Seller to be for fair value since the Balance Sheet Date, Seller, Ack-Ti and Xxxxxxxx own all tangible assets reflected on the Balance Sheet as owned by Seller, or Ack-Ti or Xxxxxxxx for the Mastercraft Group, or thereafter purchased or acquired by Seller, Ack-Ti or Xxxxxxxx for the Mastercraft Group, free and clear of all mortgages, liens, security interests or other encumbrances ("Liens") except for (A) Liens that are listed or described on Schedule 2.1.7, (B) mechanics', carriers', workers', warehouseman's, materialman's, repairmen's or other Liens arising or incurred in the ordinary course of business of the Business, (C) Liens for Taxes, assessments and other similar governmental charges which are not due and payable or which may thereafter be paid without penalty or which are listed or described in Schedule 2.1.6(a) and, if required by GAAP, as will be reflected in the Closing Date Balance Sheet, (D) other imperfections of title or encumbrances, if any, which do not materially affect the marketability of the property subject thereto and do not materially impair the use of the property subject thereto in the Business as presently conducted, and (E) other Liens arising as a matter of Law. (The items referred to in clauses (A) through (E) of the immediately preceding sentence are hereafter referred to as "Permitted Liens"). Other than Excluded Assets, the tangible assets owned by Seller on the Closing Date and Transferred to Purchaser will constitute all tangible assets owned by Seller and primarily used in the conduct of the Business. All such tangible assets and all of the tangible assets listed on Seller's most recent asset register prepared by Seller in the ordinary course of business and furnished to Purchaser prior to the date hereof (except for such of those as have been sold in the ordinary course of business or otherwise in accordance with the covenants of Seller herein contained) are located at the Real Property or are owned by Seller and held by a bailee. (b) Except as set forth on Schedule 2.1.6(b), Seller owns the number of Shares listed on Schedule 2.1.6(b) free and clear of any Liens and such Shares represent all of the issued and ...

Tangible Personal Property; Title to Assets. Except (a) with respect to the Leased Real Property (which is the subject of Section 2.1.10), (b) as listed or described on SCHEDULE 2.1.9 and (c) for assets sold in the Ordinary Course of Business since the Balance Sheet Date, CVSI and the CVSI Entities own all material tangible assets reflected on the 1999 Balance Sheet as owned by CVSI and the CVSI Entities or thereafter purchased or acquired by CVSI or the CVSI Entities, free and clear of all Liens except for (i) Liens that are listed or described on SCHEDULE 2.1.9, (ii) mechanics', carriers', workers', repairmen's or other Liens arising or incurred in the Ordinary Course of Business, (iii) Liens for taxes, assessments and other similar governmental charges which are not due and payable or which may thereafter be paid without penalty or which are listed or described on SCHEDULE 2.1.9, (iv) Liens that arise under zoning, land use and other similar Laws and other imperfections of title or encumbrances, if any, which do not materially affect the marketability of the property subject thereto and do not materially impair the use of the property subject thereto in the Business as presently conducted and (v) other Liens arising as a matter of Law. (The items referred to in clauses (i) through (v) of the immediately preceding sentence being "PERMITTED LIENS.")

Tangible Personal Property; Title to Assets. Schedule 5.11 sets forth all leases of personal property by the Company or a Subsidiary (“Personal Property Leases”) involving annual payments in excess of $50,000. Neither the Company nor any Subsidiary has received any written notice of any default or any event that with notice or lapse of time, or both, would constitute a default, by the Company or any Subsidiary under any of the Personal Property Leases. The Company and its Subsidiaries have good and valid title to all material assets respectively owned by them, including, without limitation, all material assets reflected in the Balance Sheet and all material assets purchased by the Company or by any Subsidiary since the Balance Sheet Date (except for assets reflected in the Balance Sheet or acquired since the Balance Sheet Date that have been sold or otherwise disposed of in the Ordinary Course of Business), free and clear of all Liens, except (a) Liens set forth on Schedule 5.11 and (b) Permitted Exceptions. All material tangible personal property owned by the Company and its Subsidiaries or subject to Personal Property Leases is in reasonable operating condition and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is intended or is being used.

Tangible Personal Property; Title to Assets. Except (i) with respect to the Leased Real Property which is the subject of Section 2.1.7 and (ii) for assets sold in the ordinary course of business since the Balance Sheet Date, Seller has good and marketable title to the all tangible assets reflected on the Balance Sheet as owned by Seller for the Business, or thereafter purchased or acquired by Seller for the Business, and upon consummation of the transactions contemplated by this Agreement, including execution and delivery of a xxxx of sale of other instruments of transfer, Purchaser will acquire title to such assets, free and clear of all mortgages, liens, security interests or other encumbrances ("Liens") except for Liens that are listed or described on Schedule 2.1.6 hereafter referred to as "Permitted Liens".

Tangible Personal Property; Title to Assets. (a) All tangible personal property included in the Assets and any replacements thereof and/or improvements thereto are in good operating condition and repair sufficient to enable Seller to operate the Assets in the ordinary course of business in a manner consistent with past use. (b) Upon consummation of the purchase and sale of all of the Assets including, if applicable, the Non-U.S. Subsidiaries Shares, Seller shall transfer, assign and deliver, or shall cause the transfer, assignment and delivery of, good and marketable title, or, to the extent otherwise provided in this Agreement, a valid and existing lease or license, to all of the Assets (except that with respect to the Owned Facilities no representation or warranty is made under this Article 3.8 as to whether title thereto is good or marketable) and, if applicable, the Non-U.S. Subsidiaries Shares in each case free and clear of any and all material liens, claims, security interests, mortgages or other encumbrances (collectively, "Liens"), except for Liens for taxes not yet due, liens disclosed on Schedule 3.8(b) hereof and Liens which in --------------- the aggregate do not materially detract from the value of the Assets or materially impair their current use.

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Real Property; Title to Assets (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or any of the Company Subsidiaries (collectively, the “Owned Real Property”). Except as would not have a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good and valid fee title to each Owned Real Property, in each case free and clear of all Liens and defects in title, except for Permitted Liens. Neither the Company nor its Subsidiaries has granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein. Neither the Company nor its Subsidiaries have leased or otherwise granted to any person the right to use or occupy any of the Owned Real Property or any portion thereof. (b) No member of the Company Group leases any real property, and no member of the Company Group is a party to any Contract to lease any real property or interest therein. (c) Except as would not have a Company Material Adverse Effect, (i) the Company Group has valid and subsisting ownership interests in all of the tangible personal property reflected in the Latest Balance Sheet as being owned by the Company Group or acquired after the date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, other than Permitted Liens, and (ii) such tangible personal property is in good operating condition and repair (normal wear and tear excepted) and is adequate and suitable for the operation of the business of the Company Group, as currently conducted.
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.
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.
Personal Property In addition to the real property described in Section II, the Seller shall include the following personal property:
Title to Assets; Real Property (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Group. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
Title to Purchased Assets Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.
Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.
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.
Title to Assets The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

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