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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fremont Partners Lp), Agreement and Plan of Merger (Global Motorsport Group Inc)
Title and Condition of Properties. The Company and its --------------------------------- subsidiaries Subsidiaries own good and marketable title, free and clear of all LiensEncumbrances, to all of the personal property and assets shown on the Company Balance Sheet or acquired after January 31September 30, 19981997, except for (A) assets which have been disposed of to nonaffiliated third parties since January 31September 30, 1998 1997 in the ordinary course of business, (B) Liens Encumbrances reflected in the Company Balance Sheet, (C) Liens 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 (D) Liens Encumbrances 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sun Coast Industries Inc /De/), Agreement and Plan of Merger (Saffron Acquisition Corp)
Title and Condition of Properties. The Company and its --------------------------------- subsidiaries Subsidiaries own good and marketable title, free and clear of all LiensEncumbrances, to all of the personal property and assets shown on the Company Balance Sheet or acquired after January 31June 30, 19981997, except for (A) assets which have been disposed of to nonaffiliated third parties since January 31June 30, 1998 1997 in the ordinary course of business, (B) Liens Encumbrances reflected in the Company Balance Sheet, (C) Liens 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 (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.. Section 3.26
Appears in 1 contract
Samples: Exhibit 1 Agreement and Plan of Merger (Bucyrus International Inc)
Title and Condition of Properties. The Company and its --------------------------------- subsidiaries Subsidiaries own good and marketable title, free and clear of all LiensEncumbrances, to all of the personal property and assets shown on the Company Balance Sheet or acquired after January 31June 30, 19981997, except for (A) assets which have been disposed of to nonaffiliated third parties since January 31June 30, 1998 1997 in the ordinary course of business, (B) Liens Encumbrances reflected in the Company Balance Sheet, (C) Liens 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 (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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bucyrus Acquisition Corp)