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 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to be Sold, all items of finished goods are of good standard and merchantable quality, and none of the items is obsolete or defective, except in each case for items which have been ------ written off or written down and so reflected on the Interim Balance Sheet or for which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. (a) Except as set forth on Schedule 5.10(a), the Company has good, and with respect to real property, marketable, title to all of the real and personal property reflected on the balance sheets included in the Financial Statements or acquired by the Company and its Subsidiaries since the Balance Sheet Date, free and clear of any Liens or defects of title, other than Permitted Liens. The Company has a valid and enforceable leasehold interest in all real property leased by it pursuant to the terms of the respective lease agreements. The Company is in compliance in all material respects with the terms of all such leases and, except as described on Schedule 5.10(a), such leases are sufficient for the conduct of the Company's business as now being and presently planned to be conducted.
(b) Except as set forth on Schedule 5.10(b), the Facilities and Equipment are in good operating condition and repair (except for ordinary wear and tear and any defect the cost of repairing which would not be material), are sufficient for the operation of the Company's business and are in conformity in all material respects with applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety standards, occupational safety and health laws and regulations) relating thereto, except where such failure to conform would not have a Material Adverse Effect. The Company enjoys peaceful and undisturbed possession of all Facilities owned or leased by the Company, and, to the best knowledge of the Company, such Facilities are not subject to any encroachments, building or use restrictions, exceptions, reservations or limitations which in any material respect interfere with or impair the present and continued use thereof in the usual and normal conduct of the business of the Company. There are no pending or, to the best knowledge of the Company, threatened, condemnation proceedings relating to any of the Facilities. The Facilities and the Equipment are insured and are, to the best of the Company's knowledge, structurally sound with no material defects.
(c) Assets are valued on the books of the Company at or below actual cost less adequate and proper depreciation charges. All of the assets of the Company, in the aggregate, have a value at least equal to the value thereof as reflected in the balance sheet included in the Financial Statements. Except as set forth on Schedule 5.10(c), the Company has not depreciated any of its...
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. 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. The Seller has good and marketable title to all of the Assets, free and clear of all Liens. The Assets are in good operating condition and repair, and constitute all of the assets necessary to the conduct by the Seller of its Development Business in accordance with its past practice.
Title and Condition of Assets. At Closing, Seller will have ----------------------------- and will deliver or cause to be delivered to Buyer, good title to the Assets (except those such assets which are leased, and in which case, Seller has a valid leasehold interest) free and clear of any Encumbrance, except for any Encumbrances securing taxes, assessments, governmental charges or levies, or the claims of materialmen, carriers, landlords or like persons, which are (A) not yet due and payable or (B) are being contested in good faith, and which Encumbrances, either individually or in the aggregate, would not materially interfere with Buyer's ownership or use of such Assets (collectively, "Permitted Personal Property Encumbrances"). Such Permitted Personal Property Encumbrances are set forth in Schedule 3.7. The Fixed Assets identified in Schedule 1.1(a) --- ------ as "In Service" as of the Closing Date are to the best of Seller's Knowledge, in good operating condition and repair ordinary wear and tear excepted and available for use on the Closing Date in a manner consistent with Seller's past practices related to the Activity. Except as set forth in Schedule 3.7(a), to ----- Seller's Knowledge all Fixed Assets located in Xxxxx, Mexico on the Closing Date were manufactured or assembled in the United States. In addition, the molds and dies listed in Schedule 1.1
(a) were in good operating condition to the extent ------ that they produced quality products as of the last time that such molds and dies were used to produce products related to the Activity prior to the Closing Date. Except for the specific representations, warranties and covenants set forth in this Agreement, the Assets will be transferred at the Closing "as is and where is," and all other representations and warranties, including any warranty of merchantability or fitness for a particular purpose, are hereby expressly disclaimed.
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. 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.
