Title and Condition of Properties. (a) Leased Real Property. The leases described for Leased Retail Stores and the warehouse lease on Schedule 3.11(a) attached hereto (the "PROPERTY LEASES") cover all of the real estate leased by the Sellers or Shareholders in connection with the Business. Each of the Property Leases is in full force and effect and the applicable Sellers hold valid and existing leasehold interests under each of such Property Leases. The Sellers have delivered to Buyer complete and accurate copies of each of the Property Leases, and none of such Property Leases has been modified in any respect, except to the extent that such modifications are disclosed by the copies delivered to Buyer. No Seller is in material default, and no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases, and no other party thereto has the right to terminate, accelerate performance under or otherwise modify any of such leases. To the knowledge of the Sellers and Shareholders, no lessor under any such lease is in default under any of such leases in its duties to the lessee. Neither the Sellers nor the Shareholders have assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leases.
(b) Title; Condition and Sufficiency of Assets. Sellers own good and marketable title, free and clear of all Security Interests, to all of the Purchased Assets and the Owned Retail Stores. The Purchased Assets and the Retail Stores are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are useable in the ordinary course of business. The Purchased Assets and the Retail Stores collectively include all assets necessary to the conduct of the Business as presently conducted and all assets which were used to conduct the Business since the Latest Balance Sheet Date, other than assets sold or otherwise disposed of in the ordinary course of business to non-affiliated third parties. No Seller other than the recipients of the Final Purchase Price or portion thereof own any assets, real or personal, which are used in the Business.
Title and Condition of Properties. (i) IPS does not own any real property, except as set forth on Schedule 3t of this Agreement. IPS has good, marketable title to all properties and Assets, real and personal, tangible and intangible, reflected in the Unaudited Financials and all properties acquired subsequent to the Balance Sheet Date, which have not been disposed of in the Ordinary Course of Business. Said property is subject to no mortgage, lien, deed of trust, claim, security interest, liability, conditional sales agreement, easement, right-of-way or any other Encumbrance except as may be filed in the Ordinary Course of Business.
(ii) Schedule 3(t) of this Agreement contains an accurate list of all leases and other agreements under which IPS is lessee of any real or personal property. Each of the real property and personal property leases and agreements is in full force and effect and constitutes the legal, valid and binding obligation of the parties thereto. All personal property, machinery and equipment which are material to the Business, operations or condition (financial or otherwise) of IPS is in operating condition and, subject to routine maintenance and ordinary wear and tear, have been maintained in accordance with reasonable industry standards and is suitable for the purpose for which it is used.
(iii) To the Best Knowledge of the IPS Stockholders and IPS, neither the IPS Stockholders nor IPS is aware of or have received notice of, the violation of any applicable zoning regulation, ordinance or other law, Order, regulation or requirement in force on the date hereof relating to IPS’s Business or its owned or leased real or personal properties, with which IPS has not complied or is in the process of complying as may be appropriate.
Title and Condition of Properties. (a) The Seller owns no real estate related to the Business other than the property located at 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000.
(b) The Seller holds no leasehold interest in real estate related to the Business.
(c) Except as set forth on Schedule 3.8(c), Seller owns good and marketable title, free and clear of all liens, charges, security interests, encumbrances, encroachments and claims of others, to all of the Purchased Assets, except for leased equipment, for liens of current taxes not yet due and payable (“Permitted Encumbrances”), and all of such personal property is necessary or useful in the conduct of the Business. At the Closing, Seller shall sell, assign, transfer and convey to Purchaser all of the personal property included within the Purchased Assets, free and clear of all liens, security interests, charges, encumbrances and claims of others, other than Permitted Encumbrances.
(d) Seller’s leased premises, machinery, equipment and other tangible assets are in good condition and repair in all material respects, have been maintained in accordance with normal industry standards and are usable in the ordinary course of business. Seller owns or leases under valid leases all buildings, machinery, equipment and other tangible assets necessary for the conduct of the Business.
(e) The Purchased Assets and the Excluded Assets, together with the services and arrangements described on the Contracts Schedule, comprise all assets and services required for the continued conduct of the Business by the Purchaser as now being conducted. The Purchased Assets and the Excluded Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business during the past twelve months (except supplies utilized, cash disposed of, accounts receivable collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of business). There are no assets or properties used in the operation of the Business and owned by any Person other than the Seller that will not be leased or licensed to the Purchaser under valid, current leases or license arrangements, except as set forth in this Agreement. The Purchased Assets are in all material respects adequate for the purposes for which such assets are currently used or are held for use, and are in reasonably good repair and operating condition (...
Title and Condition of Properties. The Company and its --------------------------------- subsidiaries own good and marketable title, free and clear of all Liens, to all of the personal property and assets shown on the Company Balance Sheet or acquired after January 31, 1998, except for (A) assets which have been disposed of to nonaffiliated third parties since January 31, 1998 in the ordinary course of business, (B) Liens reflected in the Company Balance Sheet, (C) Liens or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and (D) Liens for current Taxes not yet due and payable. All of the machinery, equipment and other tangible personal property and assets owned or used by the Company or its Subsidiaries are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are usable in the ordinary course of business, except for any matter otherwise covered by this sentence which does not have, individually or in the aggregate, a Company Material Adverse Effect.
Title and Condition of Properties. Except as set forth in the HCIA Disclosure Schedule, HCIA and its subsidiaries own good and marketable title, free and clear of all Liens, to all of their real and personal property and assets shown on the December 31, 1998 audited consolidated financial statements of HCIA and its consolidated subsidiaries, except for (i) assets which have been disposed of to nonaffiliated third parties since December 31, 1998 in the ordinary course of business, (ii) Liens reflected in such financial statements or in the notes thereto, (iii) Liens or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and (iv) Liens for current taxes not yet due and payable. All of the machinery, equipment and other tangible personal property and assets owned or used by HCIA and its subsidiaries are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are useable in the ordinary course of business. The personal property and assets of HCIA and its subsidiaries which are shown in the December 31, 1998 audited consolidated financial statements of HCIA and its consolidated subsidiaries or which were acquired after December 31, 1998, and the Intellectual Property owned or used by HCIA and its subsidiaries collectively include all assets necessary to provide, produce, sell and license the services and products currently provided, produced, sold and licensed by HCIA and its subsidiaries and to conduct the business of HCIA and its subsidiaries as presently conducted or as currently contemplated to be conducted.
Title and Condition of Properties. (a) Seller has good and marketable title to, or valid leasehold interests in, all the properties and assets used by it or located on its premises that are material to the conduct of the Business with respect to the Subject Business Assets, or which are shown on the Financial Statements except for such as are licensed, as are no longer useful in the conduct of its business or as have been disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar impediments that, in the aggregate, would not have a Material Adverse Effect on the ability of Seller to conduct its Business as currently conducted and, as to the real property owned by Seller, would not have a material effect on the value of such property. All such assets and properties, other than assets and properties in which Seller has leasehold interests, are free and clear of all Encumbrances (or at Closing will be) except for (i) liens for taxes not yet due or being contested in good faith by appropriate procedures, (ii) mechanics, carriers, workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business for amounts that are not delinquent and which are not, individually or in the aggregate, material to Seller's Business, (iii) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, and (iv) the Permitted Encumbrances.
(b) Except as set forth in Section 3.09 of the Disclosure Statement or as would not result in a Material Adverse Effect, the Subject Business Assets are all of the assets which have been used, and which are necessary, to operate the Business as it has customarily been conducted.
(c) To the Seller's Knowledge and in reliance upon, and subject to, the affidavit attached as Exhibit K, the Subject Business Assets are functional and usable in the ordinary course of the Business and are in sufficiently good operating condition to conduct the Business as it has been customarily conducted.
(d) The real property owned or leased by Seller with respect to the Business is listed in Section 1.01 of the Disclosure Statement and is suitable for the uses for which these properties are currently used. The Plant has customary access to the utilities serving such properties sufficient to allow the conduct of Seller's Business as currently conducted, except for interruptions in utility service beyond Seller's ...
Title and Condition of Properties. The Company owns good and marketable title, free and clear of all Liens, to all of the personal property and assets shown on the Balance Sheet or acquired after September 30, 1998, except for (a) assets which have been disposed of to nonaffiliated third parties since September 30, 1998 in the ordinary course of business, (b) Liens reflected in the Balance Sheet, (c) Liens or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and (d) Liens for current Taxes not yet due and payable. All of the machinery, equipment and other tangible personal property and assets owned or used by the Company are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are usable in the ordinary course of business, except for any matter otherwise covered by this sentence which does not have, individually or in the aggregate, a Material Adverse Effect. The personal property and assets reflected on the Balance Sheet or acquired after September 30, 1998, the rights under the Company Agreements and the Intellectual Property owned or used by the Company under valid licenses, collectively include all assets necessary to provide, produce, sell and license the services and products currently provided, produced, sold and licensed by the Company and to conduct the business of the Company as presently conducted or as currently contemplated to be conducted.
Title and Condition of Properties. The Company and its Subsidiaries own good title, free and clear of all Liens, to all of the personal property and assets shown on the Company Balance Sheet, except for assets which have been disposed of to nonaffiliated third parties since the date of the Company Balance Sheet, in the ordinary course of business. All of the machinery, equipment and other tangible personal property and assets owned or used by the Company or its Subsidiaries are in good condition and repair, except for ordinary wear and tear not caused by neglect and are usable in the ordinary course of business, except for any matter otherwise covered by this sentence which would not have, individually or in the aggregate, a Company Material Adverse Effect. All assets which are material to the Company's business on a consolidated basis and held under leases or subleases by the Company or any of its Subsidiaries are held under valid contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such contract is in full force and effect.
Title and Condition of Properties. The Company and its Subsidiaries have good and marketable title, free and clear of all Encumbrances, to all of the personal property and assets shown on the Company Balance Sheet or acquired after December 31, 1998, except for (A) assets which have been disposed of to nonaffiliated third parties since December 31, 1998, in the ordinary course of business, (B) Encumbrances reflected in the Company Balance Sheet, (C) Encumbrances or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and
Title and Condition of Properties. (a) The Seller owns no real estate.
(b) The leases described on the "Leases Schedule" attached hereto as Schedule 3.8(b) (the "Lease Agreement") is in full force and effect, and Seller (as indicated on such schedule) holds a valid and existing leasehold interest under such Lease Agreement for the term set forth on the Leases Schedule. The Lease Agreement described on the Leases Schedule constitutes the only lease under which Seller holds a leasehold interest in real estate. Seller has delivered to Purchaser complete and accurate copies of the Lease Agreement described on the Leases Schedule, and such Lease Agreement has not been modified in any respect, except to the extent that such modifications are disclosed by the copies delivered to Purchaser. Seller is not in default under such Lease Agreement, and no other party to such Lease Agreement has the right to terminate, accelerate performance under or otherwise modify such Lease Agreement, including upon the giving of notice or the passage of time. To the best of Seller's knowledge, no third party to such Lease Agreement is in default under such Lease Agreement.
(c) The real estate demised by the Lease Agreement described on the Leases Schedule constitutes all of the real estate presently owned, used or occupied by Seller in the conduct of the Business.
(d) Seller owns good and marketable title, free and clear of all liens, charges, security interests, encumbrances, encroachments and claims of others, to all of the Purchased Assets, except for leased equipment, for liens of current taxes not yet due and payable (which shall be pro-rated) and liens disclosed on the Latest Balance Sheet ("Permitted Encumbrances"), and all of such personal property is necessary or useful in the conduct of the Business as presently conducted by Seller. At the Closing, Seller shall sell, assign, transfer and convey to Purchaser by customary Bill xx Sale good and marketable title to all of the personal property included within the Purchased Assets, free and clear of all liens, security interests, charges, encumbrances and claims of others, other than Permitted Encumbrances.
(e) Seller's buildings, machinery, equipment and other tangible assets are in good condition and repair in all material respects (other than normal wear and tear), have been maintained in accordance with normal industry standards and are usable in the ordinary course of business. Seller owns or leases under valid leases all buildings, machinery, equipment and...
