Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. (b) Company Disclosure Schedule 4.11 sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by the Company in the Business or to which the Company is a party or by which the properties or assets of the Company is bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (c) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Company has a valid, binding and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee and (ii) each of the Personal Property Leases is in full force and effect and the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect thereto.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Western Iowa Energy, L.L.C.), Asset Purchase Agreement (Central Iowa Energy, LLC), Asset Purchase Agreement (Central Iowa Energy, LLC)
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear exceptedSchedule 4.12(a) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 sets forth all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $10,000 25,000 relating to personal property used by the Company in the Business business of the Purchaser or to which the Company Purchaser is a party or by which the properties or assets of the Company Purchaser is bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company Purchaser has delivered or otherwise made available to Purchaser the Sellers true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Company The Purchaser has a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Purchaser or, to the best knowledge of the Purchaser, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder.
(c) each The Purchaser has good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Purchaser are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.
(d) All of the items of tangible personal property used by the Purchaser under the Personal Property Leases is are in full force good condition and effect repair (ordinary wear and tear excepted) and are suitable for the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretopurposes used.
Appears in 6 contracts
Samples: Share Exchange Agreement (Havana Furnishings Inc.), Share Exchange Agreement (Armitage Mining Corp), Share Exchange Agreement (Armitage Mining Corp)
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 4.12 sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by the Company in the Business or to which the Company is a party or by which the properties or assets of the Company is bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered to Purchaser MergerLLC true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(c) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Company has a valid, binding and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee and (ii) each of the Personal Property Leases is in full force and effect and the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Blackhawk Biofuels, LLC), Merger Agreement (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC)
Tangible Personal Property. (a) The Company has Seller owns good and marketable title to or holds pursuant to valid and enforceable leases all of the items of tangible personal property property, including machinery, equipment, equipment leases, inventories of parts and supplies, automobiles, trucks, tractors, trailers, loaders, other mobile equipment, tools, furniture and equipment used in the Business by Business, all of which (excluding the Company Excluded Assets) is set forth on or otherwise described in Schedule 3.06(a) (except as sold or disposed of subsequent to such tangible personal property, excluding the date hereof in Excluded Assets, the Ordinary Course of Business and not in violation of this Agreement“Tangible Personal Property”), . All such Tangible Personal Property is held free and clear of any and all Liens, Liens other than Permitted ExceptionsLiens, except as disclosed on Schedule 3.06(a). All such items Tangible Personal Property that is material to the operation of tangible personal property taken as a whole are the Business is in reasonably good operating condition working order and repair (ordinary normal industry wear and tear excepted) ), has been operated and are maintained in the ordinary course of business and consistent with prudent underground coal mining industry standards, and is suitable and in adequate condition for use consistent with past practices and prudent underground coal mining industry practices. Except for the purposes usedExcluded Assets and as set forth in Schedule 3.06(b), the Tangible Personal Property (whether owned or leased) together with all other Purchased Assets are sufficient for the continued conduct of the Business after the Closing in each case in substantially the same manner as conducted immediately prior to the Closing and constitute all materials respectsof the material rights, except for repairs, maintenance property and replacements assets necessary to conduct the Business as currently conducted in the Ordinary Course ordinary course of Business.
(b) Company Disclosure business. Except as set forth in Schedule 4.11 sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property 3.06(c), there are no assets, properties or services that are used by the Company in the Business or to which the Company is a party or by which the properties or assets operation of the Company is boundBusiness as currently conducted that are provided by any Affiliate of Seller. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedFinished Goods Coal, and such property is in all material respects whether reflected in the condition required Financial Statements or otherwise, consists of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance a quality and replacements necessary quantity usable and salable on a standalone or blended basis in the Ordinary Course ordinary and usual course of Businessbusiness. No Coal Inventory is held on a consignment basis. The Company has delivered to Purchaser truequantities of each item of Parts and Supplies Inventory are not excessive, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(c) Except as could not reasonably be expected to have, individually or but are reasonable in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Company has a valid, binding and enforceable leasehold interest under each present circumstances of the Personal Property Leases under which it is a lessee and (ii) each of the Personal Property Leases is in full force and effect and the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretoSeller.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Peabody Energy Corp)
Tangible Personal Property. (a) The Company has good and marketable Acquired Companies have title to, a valid license to all of the items of tangible personal property used in the Business by the Company (except as sold use, or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement)a valid leasehold interest in, free and clear of any and all Liens, Liens (other than Permitted Exceptions. All such items of Liens), the material tangible personal property taken as a whole are used or held for use by it in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respectsBusiness, except for repairs, maintenance and replacements necessary tangible personal property disposed of in the Ordinary Course ordinary course of Businessbusiness since the Interim Financial Statement Date.
(b) Company Disclosure The tangible personal property of the Acquired Companies, taken as a whole, (i) has been maintained in accordance with normal industry practice, (ii) is in good operating condition, maintenance and repair (subject to normal wear and tear) and (iii) is suitable for the purposes for which it is presently used.
(c) Schedule 4.11 4.23(c) sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 50,000 relating to personal property used by the Company Acquired Companies in the conduct or operation of its Business or to which the an Acquired Company is a party or by which the properties or assets any of the Company is boundAssets are bound (“Personal Property Leases”). All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedare, and such property is in all material respects respects, in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements Leases applicable thereto.
(cd) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Each Acquired Company has a valid, binding and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee and (ii) each lessee. Each of the Personal Property Leases is in full force and effect effect, and the no Acquired Company has not received or given any notice or other communication (whether written or oral) of any material default or event that with notice or lapse of time, or both, would constitute a default by the such Acquired Company under any of the Personal Property Leases. To Leases and, to the Knowledge knowledge of the CompanySeller Parties, no other party is in default under any of the Personal Property Leasesthereof, and no party to any of the Personal Property Leases has exercised or, to the Seller Parties’ knowledge, threatened to exercise any termination rights with respect thereto.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Ferrellgas Partners Finance Corp)
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear exceptedSchedule 4.13(a) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 sets forth all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $10,000 relating to personal property used by the Company in the Business business of any of the Companies or to which any of the Company Companies is a party or by which the properties or assets of any of the Company Companies is bound. All of Any Kind and the items of personal property under Sellers have delivered or otherwise made available to the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Each Company has a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by either Company or, to the best knowledge of Any Kind or any of the Sellers, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder.
(c) Each Company has good and marketable title to all of the items of tangible personal property reflected in its respective Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Exceptions or as set forth on Schedule 4.13(c). All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of each Company are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.
(d) Each of the items of tangible personal property used by either Company under the Personal Property Leases is in full force good condition and effect repair (ordinary wear and tear excepted) and is suitable for the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretopurposes used.
Appears in 1 contract
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 4.13 sets forth all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of [$10,000 10,000] relating to personal property used by the Company in the Business respective businesses of either DES or FMS to which the Company DES or FMS is a party or by which the respective properties or assets of the Company is DES or FMS are bound. All of DES and FMS have delivered or otherwise made available to the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually or in the aggregate, DES and FMS have a Material Adverse Effect with respect to the Company, (i) the Company has a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by either DES or FMS or by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder.
(c) each DES and FMS have good, valid and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice) free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of DES and FMS are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.
(d) All of the items of tangible personal property used by DES and FMS under the Personal Property Leases is are in full force good condition and effect repair (ordinary wear and tear excepted) and are suitable for the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leasespurposes used, and there are no party to any material defects in the physical condition or operability of such tangible personal property that would impair the Personal Property Leases has exercised any termination rights with respect theretouse of such tangible personal property as it is currently used.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Fortune Entertainment Corp /De/)
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 5.12 sets forth all leases of personal or moveable property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by the Company or usable in the Business or to which the Company is a party or by which the properties or assets operation of the Company is bound. All of Stores or the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company Vendor has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually The Vendor has or in the aggregate, a Material Adverse Effect with respect will validly transfer to the Company, (i) the Company has Purchaser on or prior to Closing a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (ii) each regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Vendor, or to the best knowledge of the Vendor and Sxxxxx, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. Each of the items of tangible personal property used by the Vendor under the Personal Property Leases is in full force good condition and effect repair (ordinary wear and tear excepted) and is suitable for the purposes used.
(c) The Vendor has and at the Time of Closing will have good and marketable title to all of the items of tangible personal or moveable property reflected in the Balance Sheet and forming a part of the Assets (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens except Permitted Encumbrances. All such items of tangible personal or moveable property which, individually or in the aggregate, are material to the operation of the Stores and the Company has not received or given any notice Business are in a sufficient and adequate condition and state of any default or event that with notice or lapse of time, or both, would constitute a default by maintenance and repair for the Company under any operation of the Personal Property Leases. To Business (ordinary wear and tear excepted) and are suitable for the Knowledge purposes used.
(d) The Vendor owns (or leases from unaffiliated Persons) all tangible property necessary to conduct the Business and will validly transfer ownership of its interest in all such tangible property to the Company, no other party is in default under any of Purchaser at the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretoClosing.
Appears in 1 contract
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear exceptedSchedule 4.12(a) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 25,000 relating to personal property used by in the business of the Company in the Business or to which the Company is a party or by which the properties or assets of the Company is bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered or otherwise made available to Purchaser the Shareholders true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the The Company has a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Purchaser or, to the best knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder.
(c) each The Company has good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Purchaser are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.
(d) All of the items of tangible personal property used by the Company under the Personal Property Leases is are in full force good condition and effect repair (ordinary wear and tear excepted) and are suitable for the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretopurposes used.
Appears in 1 contract
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear exceptedSchedule 3.11(a) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 5,000 relating to personal property used by the Company in the Business business of the Seller or to which the Company Seller is a party or by which the properties or assets of the Company Seller is bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company Seller has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Company The Seller has a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Seller, or, to the best knowledge of the Seller, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder.
(c) each The Seller has good and marketable title to all of the items of tangible personal property reflected in the Seller Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all liens other than as set forth on Schedule 3.11. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Seller are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.
(d) All of the items of tangible personal property used by the Seller under the Personal Property Leases is are in full force good condition and effect repair (ordinary wear and tear excepted) and are suitable for the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretopurposes used.
Appears in 1 contract
Samples: Asset Purchase Agreement (Titan Global Holdings, Inc.)
Tangible Personal Property. (a) The Company Seller has good and marketable title to all of the items of tangible personal property used in reflected on the Business by the Company Balance Sheet (except as sold or disposed of subsequent to the date hereof thereof in the Ordinary Course of Business and not in violation of this AgreementBusiness), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole which, individually or in the aggregate, are material to the operation of the Business are in reasonably good operating condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 5.10 sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by the Company Seller in the Business or to which the Company is a party or by which the properties or assets of the Company is boundBusiness. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company Seller has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(c) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Company Seller has a valid, binding valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (ii) each regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Personal Property Leases is in full force and effect effect. There is no default under any Personal Property Lease by Seller or, to the Knowledge of Seller, by any other party thereto, and the Company no event has not received or given any notice of any default or event occurred that with the lapse of time or the giving of notice or lapse of time, or both, both would constitute a default by the Company under any of the Personal Property Leasesthereunder. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no No party to any of the Personal Property Leases has exercised any termination rights with respect thereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (Technology Solutions Company)
Tangible Personal Property. (a) The Company has Sellers collectively have good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted ExceptionsExceptions and Liens to be terminated by any Seller at the Closing as listed in Section 5.11(a)-1 of the Disclosure Schedule. All such items of tangible personal property taken as a whole which, individually or in the aggregate, are material to the operation of the Business are in reasonably good operating condition and in a state of good maintenance and repair in all material respects (ordinary wear and tear excepted) and are suitable for the purposes used, in . Section 5.11(a)-2 of the Disclosure Schedule contains a complete and accurate list of all tangible physical assets of each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of BusinessSeller.
(b) Company Section 5.11(b) of the Disclosure Schedule 4.11 sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by the Company in the Business or to which the Company any Seller is a party or by which any of the properties or assets of the Company any Seller is bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair in all material respects (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered Sellers have Delivered to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(c) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Company has a valid, binding and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee and (ii) each of the Personal Property Leases is in full force and effect and the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect thereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in reflected on the Business by the Company Balance Sheet (except as sold or disposed of subsequent to the date hereof thereof in the Ordinary Course of Business and not in violation of this AgreementBusiness), free and clear of any and all Liens, other than the Permitted Exceptions. Schedule 5.13(a) sets forth an accurate and complete list of all fixed assets of the Company. All such items of tangible personal property taken as a whole which, individually or in the aggregate, are material to the operation of the business of the Company are in reasonably good operating condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 5.13(b) sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by in the business of the Company in the Business or to which the Company is a party or by which the properties or assets of the Company is are bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company Shareholder has delivered or otherwise made available to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(c) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the The Company has a valid, binding valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (ii) each regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Personal Property Leases is in full force and effect and the Company has not received or given effect. There is no default under any notice of any default or event that with notice or lapse of time, or both, would constitute a default Personal Property Lease by the Company under any of the Personal Property Leases. To or, to the Knowledge of the Company, no by any other party is in default under any of the Personal Property Leasesthereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. No party to any of the Personal Property Leases has exercised any termination rights with respect thereto.
Appears in 1 contract
Tangible Personal Property. (a) The Company has good and marketable title to Set forth on Schedule 4.7(a) is a complete list of all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 sets forth all leases of personal property (“Personal Property Leases”) Leases involving annual payments in excess of $10,000 relating to personal property used by the Company 100,000. A correct and complete copy of each such Personal Property Lease has been made available in the Business or to which Data Room. Each such Personal Property Lease that is an Assigned Contract is a legal, valid and binding agreement of the Company Seller that is a party or by which to such Personal Property Lease and, to the properties or assets Sellers’ Knowledge, of the Company is bound. All of the items of personal property under the other parties thereto, enforceable in accordance with its terms, each such Personal Property Leases taken as a whole are Lease is in reasonably good operating condition full force and repair (ordinary wear and tear excepted) and are suitable for the purposes usedeffect, and such property no Seller is in breach or violation of, or default under, any Personal Property Lease, and to Sellers’ Knowledge, no other party is in breach or violation of, or default under any Personal Property Lease.
(b) Other than Tangible Personal Property that is subject to a Personal Property Lease to which a Seller is the lessee, Sellers have good and valid title to all material respects Tangible Personal Property included in the condition required Purchased Assets, free and clear of such property by the terms of the lease applicable thereto during the term of the lease, in each case, Encumbrances except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements theretoPermitted Encumbrances.
(c) Except as could not reasonably be expected to haveset forth on Schedule 4.7(c), individually or all of the Tangible Personal Property used in the aggregateBusiness as currently conducted, other than Inventory, included in the Purchased Assets has been maintained as would be maintained by a Material Adverse Effect prudent owner, is in good operating condition and good state of repair, ordinary wear and tear excepted, and is adequate for the uses for which it is employed. NYC#: 148660.21 (d) Set forth on Schedule 4.7(d) is a true and correct list of all tooling and other equipment that is owned by a customer of the Business and physically located at any Real Property (the “Customer Tooling”), including with respect to the Company, each such Customer Tooling: (i) a description of such Customer Tooling, (ii) the Company has a validnumber of cavities of such Customer Tooling, binding (iii) the Real Property at which such Customer Tooling was qualified and enforceable leasehold interest under each (iv) the age of such Customer Tooling. All Customer Tooling is in good operating condition and good state of repair, ordinary wear and tear excepted, and is adequate for the Personal Property Leases under uses for which it is a lessee and (ii) each of the Personal Property Leases is in full force and effect and the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretoemployed.
Appears in 1 contract
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear exceptedSchedule 3.12(a) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by the Company in the Business business of the Seller or to which the Company Seller is a party or by which the properties or assets of the Company Seller is bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company Seller has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Company The Seller has a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Seller, or, to the best knowledge of the Seller, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder.
(c) each The Seller has good and marketable title to all of the items of tangible personal property reflected in the Seller Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all liens other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Seller are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.
(d) All of the items of tangible personal property used by the Seller under the Personal Property Leases is are in full force good condition and effect repair (ordinary wear and tear excepted) and are suitable for the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretopurposes used.
Appears in 1 contract
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear exceptedSchedule 4.13(a) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 sets forth all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $10,000 250,000 relating to personal property used by the Company in the Business business of each Company or to which the either Company is a party or by which the properties or assets of the each Company is are bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company Seller has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Each Company has a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding at law or in equity), and there is no material default under any Personal Property Lease by the Companies or, to the Knowledge of the Seller, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material default thereunder.
(c) each The Companies have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Companies are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.
(d) All of the items of tangible personal property used by the Companies under the Personal Property Leases is are in full force good condition and effect repair (ordinary wear and tear excepted) and are suitable for the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretopurposes used.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hardie James Industries Nv)
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 5.12 sets forth all leases of personal or moveable property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by the Company or usable in the Business or to which the Company is a party or by which the properties or assets operation of the Company is bound. All of Stores or the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has Vendors have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually The Vendors have or in the aggregate, a Material Adverse Effect with respect will validly transfer to the Company, (i) the Company has Purchaser on or prior to Closing a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (ii) each regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Vendors, or to the best knowledge of the Vendors, Xxx and Xxxxx, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. Each of the items of tangible personal property used by the Vendors under the Personal Property Leases is in full force good condition and effect repair (ordinary wear and tear excepted) and is suitable for the purposes used.
(c) The Vendors have and at the Time of Closing will have good and marketable title to all of the items of tangible personal or moveable property reflected in the Balance Sheet and forming a part of the Assets (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens except Permitted Encumbrances. All such items of tangible personal or moveable property which, individually or in the aggregate, are material to the operation of the Stores and the Company has not received or given any notice Business are in a sufficient and adequate condition and state of any default or event that with notice or lapse of time, or both, would constitute a default by maintenance and repair for the Company under any operation of the Personal Property Leases. To Business (ordinary wear and tear excepted) and are suitable for the Knowledge purposes used.
(d) The Vendors own (or lease from unaffiliated Persons) all tangible property necessary to conduct the Business and will validly transfer ownership of its interest in all such tangible property to the Company, no other party is in default under any of Purchaser at the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretoClosing.
Appears in 1 contract
Samples: Purchase Agreement
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 5.12 sets forth all leases of personal or moveable property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by the Company or usable in the Business or to which the Company is a party or by which the properties or assets operation of the Company is bound. All of Stores or the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has Vendors have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually The Vendors have or in the aggregate, a Material Adverse Effect with respect will validly transfer to the Company, (i) the Company has Purchaser on or prior to Closing a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (ii) each regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Vendors, or to the best knowledge of the Vendors, and Mxxx, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. Each of the items of tangible personal property used by the Vendors under the Personal Property Leases is in full force good condition and effect repair (ordinary wear and tear excepted) and is suitable for the purposes used.
(c) The Vendors have and at the Time of Closing will have good and marketable title to all of the items of tangible personal or moveable property reflected in the Balance Sheet and forming a part of the Assets (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens except Permitted Encumbrances. All such items of tangible personal or moveable property which, individually or in the aggregate, are material to the operation of the Stores and the Company has not received or given any notice Business are in a sufficient and adequate condition and state of any default or event that with notice or lapse of time, or both, would constitute a default by maintenance and repair for the Company under any operation of the Personal Property Leases. To Business (ordinary wear and tear excepted) and are suitable for the Knowledge purposes used.
(d) The Vendors own (or lease from unaffiliated Persons) all tangible property necessary to conduct the Business and will validly transfer ownership of its interest in all such tangible property to the Company, no other party is in default under any of Purchaser at the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretoClosing.
Appears in 1 contract
Tangible Personal Property. (a) The Company Seller has good and marketable title to all of the items of tangible personal property used in the Business by the Company that are or will be Purchased Assets (except as sold or disposed of subsequent to the date hereof thereof in the Ordinary Course of Business and not in violation of this AgreementBusiness), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Schedule 5.10 to the Disclosure Schedule 4.11 Letter sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by the Company Seller exclusively in the Business or to which the Company is a party connection with NetBank Finance or by which the properties or assets of the Company NetBank Finance is boundbound (“Personal Property Leases”). All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company Seller has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(c) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Company Seller has a valid, binding valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (ii) each regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Personal Property Leases is in full force and effect effect. There is no default under any Personal Property Lease by Seller or, to the Knowledge of Seller, by any other party thereto, and the Company no event has not received or given any notice of any default or event occurred that with the lapse of time or the giving of notice or lapse of time, or both, both would constitute a default by the Company under any of the Personal Property Leasesthereunder. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no No party to any of the Personal Property Leases has exercised any termination rights with respect thereto.
Appears in 1 contract
Tangible Personal Property. (a) The Company has Seller and its Affiliates have good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement)Purchased Fixed Assets, free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Section 5.10 of the Disclosure Schedule 4.11 Memorandum sets forth all leases of personal property (“Personal Property Leases”) Leases involving annual payments in excess of $10,000 50,000 relating to personal property used by the Company in the Business or to which the Company that is located at a party Purchased Branch Office or by which the properties or assets any of the Company is Purchased Assets are bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. Prior to the Closing Date, in each case, except Seller shall provide to the Purchaser for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered to Purchaser Purchaser’s review true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(c) Except as could not reasonably be expected to have, individually or in the aggregate, Seller and its Affiliates have a Material Adverse Effect with respect to the Company, (i) the Company has a valid, binding valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (ii) each regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Personal Property Leases is in full force and effect effect. There is no default under any Personal Property Lease by the Seller or any of its Affiliates or, to the Knowledge of Seller, by any other party thereto, and the Company no event has not received or given any notice of any default or event occurred that with the lapse of time or the giving of notice or lapse of time, or both, both would constitute a default by the Company under any of the Personal Property Leasesthereunder. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no No party to any of the Personal Property Leases has exercised any termination rights with respect thereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (First Horizon National Corp)
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 5.12 sets forth all leases of personal or moveable property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by the Company or usable in the Business or to which the Company is a party or by which the properties or assets operation of the Company is bound. All of Stores or the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has Vendors have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually The Vendors have or in the aggregate, a Material Adverse Effect with respect will validly transfer to the Company, (i) the Company has Purchaser on or prior to Closing a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (ii) each regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Vendors, or to the best knowledge of the Vendors, and Rxxxxxxxx, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. Each of the items of tangible personal property used by the Vendors under the Personal Property Leases is in full force good condition and effect repair (ordinary wear and tear excepted) and is suitable for the purposes used.
(c) The Vendors have and at the Time of Closing will have good and marketable title to all of the items of tangible personal or moveable property reflected in the Balance Sheet and forming a part of the Assets (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens except Permitted Encumbrances. All such items of tangible personal or moveable property which, individually or in the aggregate, are material to the operation of the Stores and the Company has not received or given any notice Business are in a sufficient and adequate condition and state of any default or event that with notice or lapse of time, or both, would constitute a default by maintenance and repair for the Company under any operation of the Personal Property Leases. To Business (ordinary wear and tear excepted) and are suitable for the Knowledge purposes used.
(d) The Vendors own (or lease from unaffiliated Persons) all tangible property necessary to conduct the Business and will validly transfer ownership of its interest in all such tangible property to the Company, no other party is in default under any of Purchaser at the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretoClosing.
Appears in 1 contract
Tangible Personal Property. (a) The Company has and the Subsidiaries have good and marketable title to all of the items of tangible personal property used in the Business owned by the Company and the Subsidiaries (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as which, individually or in the aggregate, are material to the operation of the businesses of the Company and the Subsidiaries are (i) in good condition, free from material defects, and in a whole are in reasonably state of good operating condition maintenance and repair (ordinary wear and tear excepted), (ii) and are suitable for the purposes used, in each case in and (iii) do not need to be renewed or replaced. Schedule 4.12(a) sets out a complete and accurate list of all materials respectsequipment, except for repairsvehicles, maintenance furniture and replacements necessary other tangible personal property (including its net book value) owned by, leased by, in the Ordinary Course possession of Businessor used by the Company and the Subsidiaries that has a book value in excess of $10,000 (such list identifies the location of each such item and whether such item is owned or leased by the Company and the Subsidiaries).
(b) Company Disclosure Schedule 4.11 4.12(b) sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by in the businesses of the Company in and the Business Subsidiaries or to which the Company is or the Subsidiaries are a party or by which the properties or assets of the Company is and the Subsidiaries are bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are adequate and suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease such Personal Property Lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Businesssuch Personal Property Lease. The Company has delivered to Purchaser and the Subsidiaries have Made Available true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(c) Except as could not reasonably be expected to have, individually or in The Company and the aggregate, Subsidiaries have a Material Adverse Effect with respect to the Company, (i) the Company has a valid, binding valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee and (ii) each lessee. Each of the Personal Property Leases is in full force and effect and the Company has and the Subsidiaries have not received or given any notice of any default or event that with or without notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any of the Personal Property Leases. To Leases and, to the Knowledge of the Company, no other party is in default under any of the Personal Property Leasesthereof, and no party to any of the Personal Property Leases has exercised any termination rights with respect thereto.
Appears in 1 contract
Samples: Stock Purchase Agreement (Staffing 360 Solutions, Inc.)
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear exceptedSchedule 4.12(a) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 sets forth all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $10,000 1,000 relating to personal property used by in the business of the Company in the Business or to which the Company is a party or by which the properties or assets of the Company is bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the The Company has a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company or, to the best knowledge of the Representing Sellers, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder.
(c) each The Company has good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.
(d) All of the items of tangible personal property used by the Company under the Personal Property Leases is are in full force good condition and effect repair (ordinary wear and tear excepted) and are suitable for the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretopurposes used.
Appears in 1 contract
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear exceptedSchedule 3.12(a) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by the Company in the Business business of the Seller or to which the Company Seller is a party or by which the properties or assets of the Company Seller is bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company Seller has delivered or otherwise made available to Purchaser the Parent true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Company The Seller has a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Seller or, to the best knowledge of the Seller, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder.
(c) each The Seller has good and marketable title to all of the items of tangible personal property reflected in the Seller Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all liens other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Seller are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.
(d) All of the items of tangible personal property used by the Seller under the Personal Property Leases is are in full force good condition and effect repair (ordinary wear and tear excepted) and are suitable for the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretopurposes used.
Appears in 1 contract
Samples: Asset Purchase Agreement (TheRetirementSolution.com, Inc.)
Tangible Personal Property. (a) The Schedule 4.16 sets forth all leases of personal property ("Personal Property Leases") involving annual payments in excess of $150,000 relating to personal property used in the business of the Company and its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound.
(b) Each of the Company and its Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, and there is no material default under any Personal Property Lease by the Company or any of its Subsidiaries, by any other party thereto, and no event has occurred which, with the lapse of time or the giving of notice or both would constitute a material default thereunder.
(c) Except as set forth on Schedule 4.16, each of the Company and its Subsidiaries has good and marketable title to all of the items of tangible personal property used reflected in the Business by the Company balance sheets referred to in Section 4.18 (except as sold or disposed of subsequent to the date hereof thereof in the Ordinary Course ordinary course of Business and not in violation of this Agreementbusiness consistent with past practice), free and clear of any and all Liens, Liens other than the Permitted Exceptions. All such items of tangible personal property taken as a whole that, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in reasonably good operating condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(bd) Company Disclosure Schedule 4.11 sets forth all leases All of personal property (“Personal Property Leases”) involving annual payments in excess the items of $10,000 relating to tangible personal property used by the Company in the Business or to which the Company is a party or by which the properties or assets of the Company is bound. All of the items of personal property and its Subsidiaries under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, used except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(c) Except as could deficiencies which do not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect with respect to the Company, (i) the Company has a valid, binding and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee and (ii) each of the Personal Property Leases is in full force and effect and the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretoEffect.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Anicom Inc)
Tangible Personal Property. (a) The Company has and its Subsidiaries have good and marketable title to all of the items of tangible personal property used in reflected on the Business by the Company Balance Sheet (except as sold or disposed of subsequent to the date hereof thereof in the Ordinary Course of Business and not in violation of this AgreementBusiness), free and clear of any and all Liens, other than the Permitted Exceptions. All Except for the tangible personal property of the Excluded Subsidiary that will be sold pursuant to the terms of the Asset Purchase Agreement set forth on Exhibit A hereto, all such items of tangible personal property taken as a whole are in reasonably good operating condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 5.13 sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by in the business of the Company in the Business or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(c) Except as could not reasonably be expected to have, individually or in the aggregate, The Company and each of its Subsidiaries have a Material Adverse Effect with respect to the Company, (i) the Company has a valid, binding valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (ii) each regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Personal Property Leases is in full force and effect and effect. There is no default under any Personal Property Lease by the Company or any of its Subsidiaries or, to the Knowledge of the Company or the Sellers, by any other party thereto, and no event has not received or given any notice of any default or event occurred that with the lapse of time or the giving of notice or lapse of time, or both, both would constitute a default by the Company under any of the Personal Property Leasesthereunder. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no No party to any of the Personal Property Leases has exercised any termination rights with respect thereto.
Appears in 1 contract
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 5.12 sets forth all leases of personal or moveable property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by the Company or usable in the Business or to which the Company is a party or by which the properties or assets operation of the Company is bound. All of Stores or the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company Vendor has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually The Vendor has or in the aggregate, a Material Adverse Effect with respect will validly transfer to the Company, (i) the Company has Purchaser on or prior to Closing a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (ii) each regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Vendor, or to the best knowledge of the Vendor and Gxx, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. Each of the items of tangible personal property used by the Vendor under the Personal Property Leases is in full force good condition and effect repair (ordinary wear and tear excepted) and is suitable for the purposes used.
(c) The Vendor has and at the Time of Closing will have good and marketable title to all of the items of tangible personal or moveable property reflected in the Balance Sheet and forming a part of the Assets (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens except Permitted Encumbrances. All such items of tangible personal or moveable property which, individually or in the aggregate, are material to the operation of the Stores and the Company has not received or given any notice Business are in a sufficient and adequate condition and state of any default or event that with notice or lapse of time, or both, would constitute a default by maintenance and repair for the Company under any operation of the Personal Property Leases. To Business (ordinary wear and tear excepted) and are suitable for the Knowledge purposes used.
(d) The Vendor owns (or leases from unaffiliated Persons) all tangible property necessary to conduct the Business and will validly transfer ownership of its interest in all such tangible property to the Company, no other party is in default under any of Purchaser at the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretoClosing.
Appears in 1 contract
Tangible Personal Property. (a) The Except for any tangible assets that are subject to any Personal Property Leases, the Company exclusively has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement, and except for items of tangible personal property leased pursuant to Personal Property Leases), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole property, which, individually or in the aggregate, are material to the operation of the Business, are in reasonably good operating condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 4.27(b) sets forth all leases of tangible personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by the Company in the Business or to which the Company is a party or by which the properties or assets of the Company is boundBusiness. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(c) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the The Company has a valid, binding valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee and (ii) each lessee. Each of the Personal Property Leases is in full force and effect and the Company has not received or given any notice of any breach or default or event that with notice or lapse of time, or both, would constitute a breach or default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, Leases and no other party is in breach or default under any of the Personal Property Leasesthereof, and no party to any of the Personal Property Leases has exercised any termination rights with respect thereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (First Watch Restaurant Group, Inc.)
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 4.13 sets forth all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $10,000 25,000 relating to personal property used by in the business of the Company in the Business or to which the Company is a party or by which the properties or assets of the Company is bound. All of The Sellers have delivered or otherwise made available to the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the The Company has a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company or, to the best knowledge of the Sellers, by any other party thereto, and no event has occurred and is continuing that with the lapse of time or the giving of notice or both would constitute a default thereunder.
(c) each The Company has good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all liens, other than as set forth on Schedule 4.13. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.
(d) All of the items of tangible personal property used by the Company under the Personal Property Leases is are in full force good condition and effect repair (ordinary wear and tear excepted) and are suitable for the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretopurposes used.
Appears in 1 contract
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property owned, used or held for use in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement)Company's Business, including without limitation any teleport equipment, free and clear of any and all Liens, other than the Permitted ExceptionsExceptions (“Tangible Personal Property”). Section 3.15 of the Disclosure Schedule sets forth a complete and accurate list of all Company's Tangible Personal Property. All such items of tangible personal property taken as Tangible Personal Property are, in all material respects, in good condition and in a whole are in reasonably state of good operating condition maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedfor which they are owned, in each case in all materials respectsused or held for use, except for repairs, maintenance and replacements necessary in are sufficient to allow the Company to conduct its Ordinary Course of BusinessBusiness in substantially the same manner as heretofore conducted.
(b) Company Section 3.15(b) of the Disclosure Schedule 4.11 sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 25,000 relating to personal property used by the Company in the Company's Business or to which the Company is a party or by which the properties or assets of the Company is or may be bound. All of the items of personal property under subject to the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedused or held for use, and such property is in all material respects in the condition required of such property by the terms of the lease Personal Property Lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Businessthereof. The Company Buyer has been delivered to Purchaser with true, correct and complete copies of the all Personal Property Leases, together with all amendments, modifications or supplements thereto.
(c) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the The Company has a valid, binding valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee and (ii) each lessee. Each of the Personal Property Leases is in full force and effect and the Company has not received or given any written or oral notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property LeasesLease, and no party to any of the Personal Property Leases Lease has exercised any termination rights with respect thereto. Neither the execution and delivery of this Agreement nor the consummation of the transactions will result in any payment, penalty, breach or termination under any Personal Property Lease, and all such Personal Property Leases shall remain in full force and effect for the benefit of the Buyer after the Closing Date.
(d) As Buyer has not been able to perform a due diligence on the Company's premises and check the Company's teleport equipment and infrastructure, the Company represents that: (a) Section 3.15(d) of the Disclosure Schedule sets forth a complete and accurate list of all Company's teleport equipment and infrastructure ("Teleport Equipment and Infrastructure"). All such items of Teleport Equipment and Infrastructure are, in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes for which they are owned, used or held for use, and are sufficient to allow the Company, following the Closing Date, to provide services pursuant to the Company's customer Contracts and industry standards.
Appears in 1 contract
Samples: Purchase Agreement (RR Media Ltd.)
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear exceptedSchedule 4.12(a) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 sets forth all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $10,000 25,000 relating to personal property used by the Company in the Business business of the Purchaser or to which the Company Purchaser is a party or by which the properties or assets of the Company Purchaser is bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company Purchaser has delivered or otherwise made available to Purchaser the Sellers true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
. Share Exchange Agreement (cb) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Company The Purchaser has a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Purchaser or, to the best knowledge of the Purchaser, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder.
(c) each The Purchaser has good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Purchaser are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.
(d) All of the items of tangible personal property used by the Purchaser under the Personal Property Leases is are in full force good condition and effect repair (ordinary wear and tear excepted) and are suitable for the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretopurposes used.
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Tangible Personal Property. (a) The Each of the Company and its Subsidiaries has a valid leasehold interest under each of the leases of personal property ("Personal Property Leases") involving annual payments in excess of $15,000 relating to personal property used in the business of the Company or its Subsidiaries under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company or any of its Subsidiaries, to the best knowledge of the Company, by any other party thereto, and no event has occurred which, with the lapse of time or the giving of notice or both would constitute a default thereunder.
(b) Except as set forth on Schedule 4.14, each of the Company and its Subsidiaries has good and marketable title to all of the items of tangible personal property used reflected in the Business by the Company balance sheets referred to in Section 4.16 (except as sold or disposed of subsequent to the date hereof thereof in the Ordinary Course ordinary course of Business and not in violation of this Agreementbusiness consistent with past practice), free and clear of any and all Liens, Liens other than the Permitted Exceptions. All such items of tangible personal property taken as a whole that, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in reasonably good operating condition condition, in a state of good maintenance and repair (ordinary wear and tear excepted) ), and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(bc) Company Disclosure Schedule 4.11 sets forth all leases All of personal property (“Personal Property Leases”) involving annual payments in excess the items of $10,000 relating to tangible personal property used by the Company in the Business or to which the Company is a party or by which the properties or assets of the Company is bound. All of the items of personal property and its Subsidiaries under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(c) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, (i) the Company has a valid, binding and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee and (ii) each of the Personal Property Leases is in full force and effect and the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect thereto.
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Samples: Securities Purchase Agreement (Reckson Services Industries Inc)
Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear exceptedSchedule 3.12(a) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 sets forth all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by the Company in the Business business of the Seller or Pinless or to which the Company Seller or Pinless is a party or by which the properties or assets of the Company Seller or Pinless is bound. All of The Seller and Pinless have delivered or otherwise made available to the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has delivered to Purchaser Parent true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually or in the aggregate, The Seller and Pinless have a Material Adverse Effect with respect to the Company, (i) the Company has a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Seller, Pinless or, to the best knowledge of the Seller or Pinless, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder.
(c) each The Seller has good and marketable title to all of the items of tangible personal property reflected in the Seller Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all liens other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Seller are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.
(d) All of the items of tangible personal property used by the Seller under the Personal Property Leases is are in full force good condition and effect repair (ordinary wear and tear excepted) and are suitable for the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretopurposes used.
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Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 4.13 sets forth all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $10,000 relating to personal property used by the Company in the Business or business of the Companies to which the Company is Companies are a party or by which the properties or assets of the Company is Companies are bound. All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company Seller has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually or in Each of the aggregate, a Material Adverse Effect with respect to the Company, (i) the Company Companies has a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by any of the Companies or by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder.
(c) each Each of the Companies has good, valid and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice) free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Companies are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.
(d) All of the items of tangible personal property used by the Companies under the Personal Property Leases is are in full force good condition and effect repair (ordinary wear and tear excepted) and are suitable for the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any of the Personal Property Leasespurposes used, and there are no party to any material defects in the physical condition or operability of such tangible personal property that would impair the Personal Property Leases has exercised any termination rights with respect theretouse of such tangible personal property as it is currently used.
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Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property used in the Business by the Company (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business.
(b) Company Disclosure Schedule 4.11 5.12 sets forth all leases of personal or moveable property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by the Company or usable in the Business or to which the Company is a party or by which the properties or assets operation of the Company is bound. All of Stores or the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company has Vendors have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(cb) Except as could not reasonably be expected to have, individually The Vendors have or in the aggregate, a Material Adverse Effect with respect will validly transfer to the Company, (i) the Company has Purchaser on or prior to Closing a valid, binding and enforceable valid leasehold interest under each of the Personal Property Leases under which it is a lessee lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (ii) each regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Vendors, or to the best knowledge of the Vendors, Rxx and Gxxxx, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. Each of the items of tangible personal property used by the Vendors under the Personal Property Leases is in full force good condition and effect repair (ordinary wear and tear excepted) and is suitable for the purposes used.
(c) The Vendors have and at the Time of Closing will have good and marketable title to all of the items of tangible personal or moveable property reflected in the Balance Sheet and forming a part of the Assets (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens except Permitted Encumbrances. All such items of tangible personal or moveable property which, individually or in the aggregate, are material to the operation of the Stores and the Company has not received or given any notice Business are in a sufficient and adequate condition and state of any default or event that with notice or lapse of time, or both, would constitute a default by maintenance and repair for the Company under any operation of the Personal Property Leases. To Business (ordinary wear and tear excepted) and are suitable for the Knowledge purposes used.
(d) The Vendors own (or lease from unaffiliated Persons) all tangible property necessary to conduct the Business and will validly transfer ownership of its interest in all such tangible property to the Company, no other party is in default under any of Purchaser at the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect theretoClosing.
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