Tangible Purchased Assets. (a) Schedule 4.13(a) contains a true and complete list of all Equipment and Real Property, respectively, owned by the Company at the Effective Date. Except as noted in Schedule 4.13(a), on the Closing Date, the Company shall have good and marketable title to, and all right, title and interest in, all Equipment, Real Property and other Tangible Assets, real and personal, owned by it and the Company will own all such Equipment, Real Property and other Tangible Assets free and clear of all Liens (other than those liabilities listed on the Bid Balance Sheet).
Tangible Purchased Assets. Seller shall, without charge to Buyer, hold all tangible Purchased Assets (other than tangible Purchased Assets that are held on behalf of Seller by any Third Party) on behalf of Buyer until Buyer or its designee takes possession thereof; provided, however, that Seller may, upon notice to Buyer (and except as otherwise provided in the Transitions Services Agreement), charge Buyer for Seller’s reasonable costs to store any tangible Purchased Assets beyond the 60th day following the Closing. With respect to tangible Purchased Assets held by any Third Parties on behalf of Seller, Seller shall assist Buyer in arranging to have such Third Parties continue to hold such tangible Purchased Assets on behalf of Buyer at Buyer’s expense. If requested by Buyer, Seller shall maintain and/or arrange for Third Parties to maintain casualty insurance for the replacement value of tangible Purchased Assets in Seller’s or such Third Parties’ possession, and Buyer shall reimburse the reasonable cost thereof.
Tangible Purchased Assets. (a) SCHEDULE 2.1(c) sets forth a list of all Equipment owned by Seller and included in the Purchased Assets. Except as noted in Schedule 4.12(a), on the Closing Date, Seller shall have good and marketable title to, and all right, title and interest in all Equipment and other Tangible Purchased Assets owned by it, and will transfer and convey such properties and assets to the Buyer, free and clear of all Liens (other than those relating to Assumed Liabilities). None of the Tangible Purchased Assets owned by Seller was purchased by the Seller in a bulk sale.
Tangible Purchased Assets. Except as set forth in Schedule 3.12, Seller is the owner of the tangible Purchased Assets, has good, valid and marketable title to the tangible Purchased Assets, free and clear of any Liens, and has the power and right to transfer, sell, assign, convey and deliver the tangible Purchased Assets to Purchaser in accordance with the terms of this Agreement. All tangible Purchased Assets have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear), and are suitable for the purposes for which they are used. No tangible Purchased Asset is currently in need of repairs, modifications or upgrades. Purchaser shall be able to use the tangible Purchased Assets and exercise, and enjoy the benefits of, the Purchased Assets in substantially the same manner as Seller, prior to the Closing, without infringing the rights of any third party. The Purchased Assets include all assets and rights that are primarily used or held for use by Seller in the operation of the Business, and are necessary and sufficient for the conduct of the Business by Purchaser following the Closing, in the same manner as conducted by Seller prior to the Closing.
Tangible Purchased Assets. Each item of Purchased Assets that is tangible personal property and is identified in Schedules 5.2 and 5.3 is in good condition and repair, ordinary wear and tear excepted.
Tangible Purchased Assets. (a) Schedules 2.1(d) and 2.1(e) set forth a list of all Equipment and Real Property, respectively, owned by Seller and included in the Purchased Assets. Except as noted in Schedule 4.12(a), on the Closing Date, Seller shall have good and marketable title to, and all right, title and interest in, all Equipment, Real Property and other Tangible Purchased Assets, real and personal, owned by it, and will transfer and convey such properties and assets to the Buyer, free and clear of all Liens. Since January 1, 2002, Seller has not sold, transferred or removed any equipment or other tangible personal property except for sales to third parties in the ordinary course of business in arm's length transactions.
Tangible Purchased Assets. The tangible Purchased Assets are suitable for use thereof in the conduct of normal operations, and do not require any maintenance and repairs except for maintenance and repairs that are not Material in nature and are required in the ordinary course consistent with past practice of the Business. The inventories of the Business (i) are good, merchantable and in usable condition, (ii) are reflected on the Financial Statements in accordance with GAAP and (iii) are of a quality and quantity that is useable or saleable in the ordinary course of business. The inventory obsolescence policies of the Business are appropriate for the nature of the products sold by the Business. All inventories of the Business are located on the Real Property, except for inventories in transit to customers in the ordinary course of business or stored in leased facilities identified to Buyer. Seller will identify in writing to Buyer, prior to the Closing, each item of the type required to be listed on SCHEDULE 2.1(A) that is acquired between the date of this Agreement and the Closing and has a market value or book value of $50,000 or more.
Tangible Purchased Assets. Seller owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of the Business as presently conducted and as presently proposed to be conducted. Each such tangible asset has been well maintained, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used and presently is proposed to be used.
Tangible Purchased Assets. (a) Seller, as of the date hereof and up to the Contribution, and the Company as of the Contribution and up to the Closing, own, or otherwise have a valid leasehold interest providing sufficient and legally enforceable rights to use, all of the tangible property and tangible assets used in the conduct of its businesses as currently conducted. Except as set forth on Schedule 4.10(a), each of Seller, as of the date hereof and up to the Contribution, and the Company as of the Contribution and up to the Closing, has good and marketable title to all tangible assets reflected on the Financial Statements or acquired since the Balance Sheet Date, free and clear of all Liens, other than Permitted Liens and immaterial assets disposed of since the Balance Sheet Date in the ordinary course of business consistent with past practice. Such assets are in good operating condition and repair (ordinary wear and tear excepted), have been reasonably maintained consistent with standards generally followed in the industry are suitable for their present uses.
Tangible Purchased Assets. The Vendor owns or leases all the machinery, equipment and other tangible personal property necessary for the conduct of the Purchased Business as it is presently conducted. All of the Equipment is: (i) in good operating condition and in a state of good repair and maintenance (reasonable wear and tear excepted), and (ii) adequate and suitable for the purposes for which the Equipment is presently used. Each piece of Equipment used in connection with the Purchased Business is identified in Schedule I and is located at the locations set out therein.
