Title and Condition of Personal Property. Except as disclosed in Schedule 3.12, the Company has marketable title to all of its personal property owned by it, free and clear of all Liens or Encumbrances of any kind or character or claims thereto. The property and equipment of the Company that are used in the operations of its business are in all material respects in good operating condition and repair, ordinary wear and use excepted.
Title and Condition of Personal Property. 3.4.1. SCHEDULE 3.4 contains a list and description of all material items of Personal Property included in the Assets. The Personal Property, together with the Assets, Excluded Assets and Real Property being conveyed to Buyer pursuant to the Real Estate Agreement, constitutes all personal property necessary to conduct lawfully the business and operations of the System as now conducted. Seller owns all of the Personal Property, free and clear of all Liens. All of the material Personal Property is in good working order and repair, ordinary wear and tear excepted and is suitable and adequate for the uses for which it is being used.
Title and Condition of Personal Property. Schedule 3.4 contains a description of all material items of Personal Property, including Inventory but excluding the Excluded Assets, as of the date specified in such Schedule (which date shall be no earlier than September 30, 2001). Except as described on Schedule 3.4, Seller has good, marketable and indefeasible title to (or, in the case of Personal Property that is leased, valid leasehold interests in) all of the Personal Property, free and clear of all Liens, except Permitted Liens. Except as described on Schedule 3.4, all of the Personal Property conforms with all Legal Requirements but is otherwise sold on an "as is, where is" basis. To Seller's knowledge, the Personal Property comprises all of the tangible personal property necessary to conduct the Business and operations of the Facilities as now conducted and in compliance in all material respects with all Legal Requirements, Licenses and Contracts.
Title and Condition of Personal Property. The Company has good ---------------------------------------- and marketable title to all personal property owned by it and reflected in the Reference Balance Sheet or acquired after the Reference Balance Sheet Date (other than property sold or otherwise disposed of since the Reference Balance Sheet Date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character or claims thereto, except (i) the lien of current taxes not yet due and payable, (ii) such imperfections of title, liens and easements as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (iii) liens securing debt which is reflected on the Reference Balance Sheet, and (iv) as set forth in Section 3.11 of the Company Disclosure Schedule. The property and equipment of the Company that is used in the operations of its business are in all material respects in good operating condition and repair. All properties used in the operations of the Company are reflected in the Reference Balance Sheet to the extent GAAP require the same to be reflected.
Title and Condition of Personal Property. The Company has good and marketable title to all of its personal property reflected in the Balance Sheet or acquired after the
Title and Condition of Personal Property. The Company has marketable title to all of its personal property reflected in the Reference Balance Sheet or acquired after the Reference Balance Sheet Date (other than property sold or otherwise disposed of since the Reference Balance Sheet Date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character or claims thereto, except (i) the lien of current taxes not yet due and payable, (ii) such imperfections of title, liens and easements as do not and would not reasonably be expected to have a Material Adverse Effect on the Company and (iii) liens securing debt which is reflected on the Reference Balance Sheet. The plants, property and equipment of the Company that are used in the operations of its business are in all material respects in good operating condition and repair. All properties used in the operations of the Company are reflected in the Reference Balance Sheet to the extent GAAP requires the same to be reflected.
Title and Condition of Personal Property. The Company has good and marketable title to all personal property owned by it that is material to its business and reflected in the Reference Balance Sheet or acquired after the Reference Balance Sheet Date (other than property sold or otherwise disposed of since the Reference Balance Sheet Date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character or claims thereto, except (i) the lien of current taxes not yet due and payable, (ii) such imperfections of title, liens and easements as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (iii) liens securing debt which is reflected on the Reference Balance Sheet, and (iv) as set forth in Section 2.11 of the Company Disclosure
Title and Condition of Personal Property. Each of ---------------------------------------- ComputerPrep and each ComputerPrep Subsidiary has good title to all personal property owned by it and reflected in the Reference Balance Sheet or acquired after the Reference Balance Sheet Date (other than property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character or claims thereto, except (i) the lien of current taxes not yet due and payable, (ii) such imperfections of title, liens and easements as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (iii) liens securing debt which is reflected on the Reference Balance Sheet, and (iv) as set forth in Section 3.11 of the Sellers Disclosure Schedule. The personal property ------------ and equipment of ComputerPrep and each ComputerPrep Subsidiary that is used in the operations of its business are in all material respects in good operating condition and repair. All properties used in the operations of ComputerPrep and each ComputerPrep Subsidiary are reflected in the Reference Balance Sheet to the extent GAAP require the same to be reflected.
Title and Condition of Personal Property. The Company has marketable title to all of its personal property owned by it, free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character or claims thereto, except (i) the lien of current taxes not yet due and payable, (ii) such imperfections of title, liens and easements as do not and would not reasonably be expected to have a Material Adverse Effect on the Company and (iii) liens securing debt which is reflected on the Reference Balance Sheet and listed on the Company Schedules. The property and equipment of the Company that are used in the operations of its business are in all material respects in good operating condition and repair.
Title and Condition of Personal Property. Parent and its Subsidiaries have marketable title to all of the personal property owned by them, free and clear of all mortgages, liens,
