Common use of Tangible Properties Clause in Contracts

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. The Company owns no real property. (ia) The Company An asset register of the Seller as of a recent date along with a list of all Real Property is set forth on Schedule 4.11 hereto. Seller has good, valid good and marketable title (and with respect to all of owned real property, fee simple title) to all 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)Assets, free and clear of all Encumbrances of any nature whatsoeverLiens, except for (Ai) the lien of current real and personal property taxes which are not yet due and payable, (Bii) such imperfections of title covenants, restrictions, encroachments, easements and encumbrancesLiens, if any, which are not substantial in amount and as do not detract from the value, or interfere with the present occupancy or contemplated use, of the properties any of the Company, respectively, Assets or otherwise materially impair in any material respect the business operations of the Company Business and (Ciii) as otherwise the items set forth on Schedule 4(n4.11(a) hereto; 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 "Permitted Liens"). Seller possesses and quietly enjoys said properties under said leasesall premises owned or leased by it, and (iii) such properties premises are not subject to any EncumbrancesLiens, easements, rights of rights-of-way, building use or use occupancy restrictions, exceptions, reservations, reservations or limitations that in any material respect 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 CompanyBusiness. The Company has not received written or oral notice of (i) any violation of All Real Property owned by Seller complies in all material respects with any applicable zoning regulation, ordinance or other law, order, regulation or requirement relating to the occupancy and operations thereof and, to the best of leased properties Seller's knowledge, each of the Company and the Company knows premises leased by Seller complies in all material respects with all such applicable regulations or laws. Seller has not received notice of no such violation or (ii) any pending or threatened condemnation proceedings relating to any of their Seller's owned or leased properties and, so far as known to the CompanySeller, there are no such pending or threatened proceedings. (b) Except as set forth on Schedule 4.11(b) hereto, 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 and equipment owned, operated or leased by the Company are in all material respects well maintained and Seller are in good operating condition and repair, repair (ordinary wear and tear tear, excepted), and are in conformity in all material respects with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, occupational safety and health laws and regulations) presently in effect or, to Seller's knowledge, presently scheduled to take effect.

Tangible Properties. The Company owns no real property. Except as set forth in the Entrade Disclosure Letter or the Entrade Reports, (i) The Company Entrade and each of its Subsidiaries has good, valid good and marketable title to all of the personal its respective properties and assets, real, personal, tangible assets which it purports to own and intangible (including those reflected in the Entrade Balance Sheet, except as since sold or otherwise disposed of in the ordinary course of business, which sale or disposition, in any individual case or in the aggregate, has not had a materially adverse effect upon Entrade or its Subsidiaries), free and clear of all Encumbrances of any nature whatsoever, except for (A) the lien of taxes not yet due and payable, and (B) such imperfections of title and encumbrancesEncumbrances, if any, which are not substantial in amount and as do not materially detract from the value, or interfere with the present or contemplated use, use of the properties of or the Company, respectivelyEntrade Business, or otherwise materially impair in any material respect the business operations of the Company and (C) as otherwise set forth on Schedule 4(n) heretoEntrade or any of its Subsidiaries; (ii) the Company Entrade and each of its Subsidiaries has valid and enforceable leases with respect to any premises leased by it as referenced in Section 5(k)(ii) hereto, has in all material 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 premises under said leases, and (iii) such properties premises are not subject to any Encumbrances, easements, rights of way, building or use restrictions, exceptions, reservations, reservations or limitations that in any material respect interfere with or impair in any material respect the present and continued use thereof in the usual and normal conduct of the business Entrade Business; (iii) neither Entrade nor any of the Company. The Company its Subsidiaries 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 of, or owned or leased properties of the Company Entrade or any of its Subsidiaries and the Company neither Entrade nor any of its Subsidiaries knows of no any such violation or violation; and (iiiv) neither Entrade nor any of its Subsidiaries has received notice of any pending or threatened condemnation proceedings relating to any of their the owned or leased properties of Entrade or any of its Subsidiaries and, so far as known to the CompanyEntrade or its Subsidiaries, 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 and equipment owned, operated or leased by Entrade and its Subsidiaries which are material to the Company businesses of Entrade and its Subsidiaries are in all material respects well maintained and are in good sufficient operating condition and repairrepair for operation in the ordinary course of their business, ordinary wear and tear exceptedexcepted and are in conformity in all material respects with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, occupational safety and health laws and regulations) presently in effect or presently scheduled to take effect.

Tangible Properties. The Company owns no real property. Except as set forth in the Nationwide Disclosure Letter, (i) The Company each of the Acquired Corporations has good, valid good and marketable title to all of the personal its respective properties and assets, real, personal, tangible assets which it purports to own and intangible (including those reflected in the Nationwide Balance Sheet, except as since sold or otherwise disposed of in the ordinary course of business, which sale or disposition, in any individual case or in the aggregate, has not had a materially adverse effect upon the Acquired Corporations), free and clear of all Encumbrances of any nature whatsoever, except for (A) the lien of taxes not yet due and payable, and (B) such imperfections of title and encumbrancesEncumbrances, if any, which are not substantial in amount and as do not materially detract from the value, or interfere with the present or contemplated use, use of the properties of or the Company, respectivelyNationwide Business, or otherwise materially impair in any material respect the business operations of the Company and (C) as otherwise set forth on Schedule 4(n) heretoAcquired Corporations; (ii) each of the Company Acquired Corporations has valid and enforceable leases with respect to any premises leased by it as referenced in Section 4(l)(ii) hereto, has in all material 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 premises under said leases, and (iii) such properties premises are not subject to any Encumbrances, easements, rights of way, building or use restrictions, exceptions, reservations, reservations or limitations that in any material respect interfere with or impair in any material respect the present and continued use thereof in the usual and normal conduct of the business Nationwide Business; (iii) neither of the Company. The Company Acquired Corporations 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 of, or owned or leased properties of the Company Acquired Corporations and the Company knows Stockholders know of no such violation or violation; and (iiiv) neither of the Acquired Corporations has received notice of any pending or threatened condemnation proceedings relating to any of their the owned or leased properties of the Acquired Corporations and, so far as known to the CompanyStockholders, 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 and equipment owned, operated or leased by the Company Acquired Corporations which are material to the businesses of the Acquired Corporations are in all material respects well maintained and are in good sufficient operating condition and repairrepair for operation in the ordinary course of their business, ordinary wear and tear exceptedexcepted and are in conformity in all material respects with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, occupational safety and health laws and regulations) presently in effect or presently scheduled to take effect.