Tangible Properties. (a) Except as set forth in Section 2.17(a) of the Company Disclosure Schedule, the Company and each Company Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real properties at which the Company or any Company Subsidiary conducts operations (the “Company Properties”), free and clear of any Liens, and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, Laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Property Restrictions”), except for (i) the matters set forth in Section 2.17 of the Company Disclosure Schedule, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) Liens and Property Restrictions imposed on the fee title of any property leased by the Company or any of the Company Subsidiaries, (iv) Liens and Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of or materially interfere with the present use of any of the Company Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company and the Company Subsidiaries and which have arisen or been incurred only in the ordinary course of business or are set forth in the Company’s financial statements included in the Company SEC Reports filed prior to the date of this Agreement. Except as set forth in Section 2.17 of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) no written notice of any violation of any Law affecting any portion of any of the Company Properties has been received by the Company or any Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the C...
Tangible Properties. Each of the Company and its ------------------- Subsidiaries has good and marketable title to, or leases with respect to, all of its owned or leased tangible personal property which is necessary for the conduct of its business in the ordinary course consistent with past practices and is reflected in the Balance Sheet, except as indicated in the notes thereto, and no such personal property is subject to any Lien (except for Liens reflected in the Balance Sheet and Permitted Liens). Such tangible personal property has been maintained by the Company or its Subsidiary, as the case may be, in a manner consistent with past practices.
Tangible Properties. Seller has made available for review by Buyer maps of the network which is owned or leased by the Company or the Subsidiaries and each segment thereof, which maps (“Network Maps”) are described in Schedule 4.24(a). Schedule 4.24(a) describes the approximate number of route miles, fiber strand miles and manholes owned by the Company and the Subsidiaries on a combined basis and the approximate number of fiber strand miles and manholes that the Company and the Subsidiaries on a combined basis lease, license or, pursuant to IRUs, use (collectively, the "Network Facilities"). Subject to the last sentence of Section 11.2(b) below, the Network Facilities owned by the Company and the Subsidiaries are in such operating condition and state of repair (giving due account to the age and length of use of the same, ordinary wear and tear excepted) as is reasonably required to conduct the business as it is currently conducted by the Company and the Subsidiaries and provide the services currently provided by the Company and the Subsidiaries. The Network Facilities are sufficient to conduct the business as it is currently conducted by the Company and the Subsidiaries and provide the services currently provided by the Company and the Subsidiaries. Except as shown on Schedule 4.24(a), the Company and each Subsidiary has good and marketable title free and clear of all Encumbrances to the Network Facilities owned by it. With respect to Network Facilities leased by the Company and each Subsidiary as lessee, all leases, conditional sale contracts, franchises or licenses pursuant to which the Company and each Subsidiary may hold or use (or permit others to hold or use) such Network Facilities are valid and in full force and effect, and there is not under any of such instruments any existing default or event of default or event which with notice or lapse of time or both would constitute such a default.
Tangible Properties. 16 SECTION 2.18
Tangible Properties. The Company owns no real property.
(i) The Company has good, valid and marketable title to all of the personal properties and tangible assets which it purports to own (including those reflected in the Balance Sheet, except as since sold or otherwise disposed of in the ordinary course of business), free and clear of all Encumbrances of any nature whatsoever, except for (A) the lien of taxes not yet due and payable, (B) such imperfections of title and encumbrances, if any, which are not substantial in amount and as do not detract from the value, or interfere with the present or contemplated use, of the properties of the Company, respectively, or otherwise impair in any material respect the business operations of the Company and (C) as otherwise set forth on Schedule 4(n) hereto; (ii) the Company has in all respects performed all the obligations required to be performed by it to the date hereof under said leases and possesses and quietly enjoys said properties under said leases, and (iii) such properties are not subject to any Encumbrances, easements, rights of way, building or use restrictions, exceptions, reservations, or limitations that interfere with or impair in any material respect the present and continued use thereof in the usual and normal conduct of the business of the Company. The Company has not received written or oral notice of (i) any violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement relating to the operations of leased properties of the Company and the Company knows of no such violation or (ii) any pending or threatened condemnation proceedings relating to any of their leased properties and, so far as known to the Company, there are no such pending or threatened proceedings, in each case, where such violation or proceeding could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The plants, structures, equipment and material tangible properties owned, operated or leased by the Company are in all material respects well maintained and are in good operating condition and repair, ordinary wear and tear excepted.
Tangible Properties. Seller has good and valid title to, or a valid leasehold interest in, the material Personal Property, free and clear of all Liens (except Permitted Liens). The material Personal Property is in good operating condition and repair, ordinary wear and tear excepted.
Tangible Properties. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all real property owned by Company or any Company Subsidiary. (b) Section 3.11(b) of the Company Disclosure Schedule sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which each of Company and the Company Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the "Leases"). Each of the Leases is valid, binding and in full force and effect in all material respects according to its terms. Company and each Company Subsidiary has performed all material obligations required to be performed by it to date under each of the Leases. No event has occurred and no condition exists that constitutes or, after notice or lapse of time or both, would constitute, a material default or termination event on the part of Company or any Company Subsidiary under any of the Leases. Company and the Company Subsidiaries have paid all rents and other charges to the extent due under the Leases. (c) Each of Company and the Company Subsidiaries, has good title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) Liens incurred in the Ordinary Course of Business that, individually and in the aggregate, are not material in character, amount or extent, do not materially detract from the value and do not materially interfere with the present use, occupancy or operation of, any material asset.
Tangible Properties. Schedule 2.21 contains a true and complete list of all tangible personal property, including, without limitation, furniture, fixtures, equipment, computer hardware and software (but excluding Vehicles) owned by or leased to MILN (the "Tangible Personal Property"), other than minor items valued at less than $100. Except with respect to Tangible Personal Property listed as being leased on Schedule 2.21, MILN has good and marketable title free and clear of all Encumbrances to the Tangible Personal Property. With respect to any Tangible Personal Property leased by MILN, all leases, conditional sale contracts, franchises or licenses pursuant to which MILN may hold or use (or permit others to hold or use) such Tangible Personal Property are valid and in full force and effect, and there is not under any of such instruments any existing default or event of default or event which with notice or lapse of time or both would constitute such a default; and MILN's possession and use of such property has not been disturbed and no claim has been asserted against MILN adverse to its rights in such leasehold interests. The Tangible Personal Property constitutes all tangible personal property necessary to conduct the Business in the manner in which it has been and is being conducted. All Tangible Personal Property is adequate and usable for the purposes for which it is currently used and each item of Tangible Personal Property, whether owned or leased, is in good operating condition, reasonable wear and tear excepted, and has been properly maintained and repaired. During the past three (3) years, there has not been any material interruption of the operations of the Business due to the condition of any of the Tangible Personal Property.
Tangible Properties. 11 SECTION 2.15 Acquisition by PerSeptive of Transferred Assets from PerSeptive Technologies II Corporation ("PTC-II")........................................................ 12 SECTION 2.16
Tangible Properties. Schedule 1.01(b) contains a true and complete list of all tangible personal property owned by or leased to PerSeptive and used principally in the Drug Discovery Program (the "Tangible Personal Property") which is being transferred to ChemGenics pursuant to this Agreement. Such Tangible Personal Property constitutes all of the instruments and other assets having an original estimated list value in excess of $10,000, and substantially all of the other Tangible Personal Property used by PerSeptive principally in the Drug Discovery Program (including, without limitation, all of the tangible assets utilized by the Employees in the Drug Discovery Program). Except as shown on Schedule 1.01(b), PerSeptive has good and marketable title free and clear of all Claims to the Tangible Personal
