Title and Condition of Assets. Except for Lessee's leasehold interest in the Lease, the Lessee has good, marketable and legal title to its properties and assets. The Lessee has a good and valid leasehold interest in the Lease.
Title and Condition of Assets. The Company currently has no assets (other than cash) except as listed on SCHEDULE 5.10. The Company has a valid and enforceable leasehold interest in its leases listed on SCHEDULE 5.10 pursuant to the terms of the lease agreements and is not in default thereunder.
Title and Condition of Assets. The Shares owned by Seller and Assets owned ----------------------------- by Corporation to be Sold are free and clear of Liens, other than Permitted Encumbrances, or Liens which will be released or discharged at or prior to the Effective Time of Closing. The tangible Assets are in good operating condition and repair, subject to ordinary wear and tear, and have been maintained in accordance with standard industry practice, are capable of being used in the Business as presently being conducted without present need for repair or replacement except in the ordinary course of the Business, conform in all material ------ respects with all applicable legal requirements known to Seller and Corporation to be Sold, and in the aggregate provide the capacity to enable Corporation to be Sold to engage in commercial operation on a continuous basis (subject to normal maintenance and repair outages in the ordinary course). Since the date of the Interim Balance Sheet, Corporation to be Sold has not sold, transferred, leased, distributed or otherwise disposed of any of its assets, or agreed to do so except for sales of products and services in the ------ ordinary course of business or the disposition of immaterial assets in the ordinary course of business or which in the reasonable judgment of management are not necessary or advisable to the efficient operations of Seller and Corporation to be Sold. All items of raw materials, work-in-process and finished goods included in the Inventories are in such condition that they can be readily converted into merchantable finished goods by industry standard processing procedures currently used by Corporation to be Sold, all items of finished goods are of good standard and merchantable quality, and none of the items is obsolete or defective, except in each case for items which have been ------ written off or written down and so reflected on the Interim Balance Sheet or for which reserves are provided the Interim Balance Sheet.
Title and Condition of Assets. Seller has good and indefeasible title to the Owned Property and tangible and intangible personal property owned by it that comprise the Assets, free and clear of Liens, other than:
Title and Condition of Assets. As of June 19, 1998, the Company currently has no assets (other than cash) except as listed on Schedule 5.10. As of June 19, 1998, the Company has a valid and enforceable leasehold interest in its leases listed on Schedule 5.10 pursuant to the terms of the lease agreements and is not in default thereunder.
Title and Condition of Assets. The Assets consisting of equipment and ----------------------------- other material fixed Assets may be in need of repair and are being purchased by DoveBid in "AS IS" condition. All fixed Assets are either owned by B&B or leased under an agreement indicated in Schedule 3.6. Except as set forth in Schedule 3.6, B&B is the sole and exclusive owner of, and has good and marketable title to, all of the Assets, wherever located, free and clear of all Liens and no other person, firm or corporation has or will have at the Closing any interest whatsoever in any of the Assets.
Title and Condition of Assets. All real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries. The Company and its subsidiaries own or lease all machinery, equipment, and other tangible assets necessary for the conduct of their business as presently conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, 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.
Title and Condition of Assets. The Company has good and ----------------------------- marketable title to all of its assets (other than leased assets), free and clear of all Liens. The Company's tangible assets, taken as a whole, are in good operating condition, ordinary wear and tear excepted and constitute all of the assets necessary to conduct the Business of the Company as the same is presently conducted. As used herein, "Liens" shall mean any mortgage, pledge, lien, encumbrance, charge or other security interest, other than (a) mechanic's, materialmen's and similar liens, (b) liens for Taxes (as defined in Section 2.1(m)) not yet due and payable or for Taxes that the taxpayer is contesting in good faith through appropriate proceedings, (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d) other liens arising in the ordinary course of business and not incurred in connection with the borrowing of money.
Title and Condition of Assets. Xxxx will have at Closing good and marketable title to the Assets, free and clear of all title defects, security interests, pledges, options, claims, liens, encumbrances, and restrictions of any nature whatsoever (including, without limitation, leases, chattel mortgages, conditional sale contracts, purchase money security interests, collateral security arrangements and other title or interest-retaining agreements); provided, however, to the extent that any Asset is encumbered by bank financing, such lien may remain on the Asset after Closing and Xxxx hereby agrees to hold PrimeSource harmless from such lien(s), and further provided that the parties agree that certain vendors' and lessors' approvals will not be obtained by the Closing Date.
Title and Condition of Assets. Except as set forth in Section 5.1(m) of the Company Disclosure Schedule, and except as would not reasonably be expected to have a Material Adverse Effect on the Company, the Company has good title to or leases under valid and binding leases all material machinery, equipment, fixtures and other tangible assets necessary for the conduct of the business of the Company as presently conducted (collectively, the “Tangible Acquired Assets”), free and clear of all Liens except Permitted Liens. Except as set forth in Section 5.1(m) of the Company Disclosure Schedule, and except as would not reasonably be expected to have a Material Adverse Effect, as of the date hereof, the Tangible Acquired Assets are in such operating condition and repair in all material respects so as to permit their use in the continuing operations of the business of the Company as such operations are presently conducted, subject to normal wear and tear.
