Title and Condition of Properties. The Acquired Company does not own --------------------------------- any real property, except as disclosed on SCHEDULE 4(K). Except as disclosed on SCHEDULE 4(K), the Acquired Company has good and marketable title to all properties and assets, real and personal, tangible and intangible, reflected in the Financials and all properties acquired subsequent to December 31, 1997, which have not been disposed of in the ordinary course of business since December 31, 1997, which 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 disclosed on SCHEDULE 4(K). SCHEDULE 4(K) contains an accurate list of all leases and other agreements under which the Acquired Company is lessee of any 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 the Acquired Company is in operating condition and, subject to routine maintenance and ordinary wear and tear, has been maintained in accordance with reasonable industry standards and is suitable for the purpose for which it is used. Except as disclosed in SCHEDULE 4(K), neither the Sellers nor the Acquired Company is aware of or has 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 the Acquired Company's business or its owned or leased real or personal properties, with which it has not complied. At Closing, the Sellers shall provide, at their expense, a standard owner's title insurance policy in the amount of the Purchase Price allocated to the real property and improvements, which Buyer shall acquire from Sellers, insuring title vested in the Buyer or its nominees, subject only to nondelinquent real property taxes and those exceptions set forth on the preliminary title report which according to Buyer are acceptable and do not render title unmarketable or uninsurable. Before Closing, the Buyer may engage consultants or engineers of the Buyer's choosing to conduct site studies of the real property as the Buyer deems necessary. The Buyer or its agents shall have the right to enter the real property at reasonable times before closing to make such tests, inspections, studies, and other investigations as the Buyer may require, at the Buyer's expense and risk. The Buyer shall indemnify and hold the Sellers harmless from any loss, damage, or claim arising out of the Buyer's access to the real property for the purpose of making tests, inspections, studies, and other investigations. It shall be a condition to closing that the results of such studies or analyses be acceptable to the Buyer in its sole discretion.
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Title and Condition of Properties. The Acquired Company does not own --------------------------------- any real property, except as disclosed on SCHEDULE 4(K). Except as disclosed on SCHEDULE 4(K), the Acquired Company has good and marketable title to all properties and assets, real and personal, tangible and intangible, reflected in the Financials and all properties acquired subsequent to December 31, 1997, which have not been disposed of in the ordinary course of business since December 31, 1997, which 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 disclosed on SCHEDULE 4(K). SCHEDULE 4(K) contains an accurate list of all leases and other agreements under which the Acquired Company is lessee of any 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 the Acquired Company is in operating condition and, subject to routine maintenance and ordinary wear and tear, has been maintained in accordance with reasonable industry standards and is suitable for the purpose for which it is used. Except as disclosed in SCHEDULE 4(K), neither the Sellers nor the Acquired Company is aware of or has 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 the Acquired Company's business or its owned or leased real or personal properties, with which it has not complied. At Closing, the Sellers shall provide, at their expense, a standard owner's title insurance policy in the amount of the Purchase Price allocated to the real property and improvements, which Buyer shall acquire from Sellers, insuring title vested in the Buyer or its nominees, subject only to nondelinquent real property taxes and those exceptions set forth on the preliminary title report which according to Buyer are acceptable and do not render title unmarketable or uninsurable. Before Closing, the Buyer may engage consultants or engineers of the Buyer's choosing to conduct site studies of the real property as the Buyer deems necessary. The Buyer or its agents shall have the right to enter the real property at reasonable times before closing to make such tests, inspections, studies, and other investigations as the Buyer may require, at the Buyer's expense and risk. The Buyer shall indemnify and hold the Sellers harmless from any loss, damage, or claim arising out of the Buyer's access to the real property for the purpose of making tests, inspections, studies, and other investigations. It shall be a condition to closing that the results of such studies or analyses be acceptable to the Buyer in its sole discretion.
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Title and Condition of Properties. The Acquired Company Corporation does not own --------------------------------- any real property, except as disclosed on SCHEDULE 4(K). Except as disclosed on SCHEDULE 4(K)Schedule 4(t) of this Agreement, the Acquired Company Corporation has good good, marketable and marketable insurable title to all properties and assets, real and personal, tangible and intangible, reflected in the Unaudited Financials and all properties acquired subsequent to December 3110, 19972010, which have not been disposed of in the ordinary course of business since December 31, 1997, which 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 disclosed on SCHEDULE 4(K)Schedule 4(t) of this Agreement. SCHEDULE 4(KSchedule 4(t) of this Agreement contains an accurate list of all leases and other agreements under which the Acquired Company Corporation is lessee of any 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 the Acquired Company Corporation is in operating condition and, subject to routine maintenance and ordinary wear and tear, has have been maintained in accordance with reasonable industry standards and is suitable for the purpose for which it is used. Except as disclosed in SCHEDULE 4(K)Schedule 4(t) of this Agreement, neither the Sellers Stockholders nor the Acquired Company Corporation is aware of or has 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 the Acquired Company's Corporation’s business or its owned or leased real or personal properties, with which it the Corporation has not complied. At Closing, the Sellers shall provide, at their expense, a standard owner's title insurance policy in the amount of the Purchase Price allocated to the real property and improvements, which Buyer shall acquire from Sellers, insuring title vested in the Buyer or its nominees, subject only to nondelinquent real property taxes and those exceptions set forth on the preliminary title report which according to Buyer are acceptable and do not render title unmarketable or uninsurable. Before Closingclosing, the Buyer may engage consultants or engineers of the Buyer's ’s choosing to conduct site studies of the real property Property as the Buyer deems necessary. The Buyer or its agents shall have the right to enter the real property Property at reasonable times before closing to make such tests, inspections, studies, and other investigations as the Buyer may require, at the Buyer's ’s expense and risk. The Buyer shall indemnify and hold the Sellers Stockholders harmless from any loss, damage, or claim arising out of the Buyer's ’s access to the real property Property for the purpose of making tests, inspections, studies, and other investigations. It shall be a condition to closing that the results of such studies or analyses be acceptable to the Buyer in its sole discretion.
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Title and Condition of Properties. The Acquired Company Corporation does not own --------------------------------- any real property, except as disclosed on SCHEDULE 4(K). Except as disclosed on SCHEDULE 4(K)Schedule 4(t) of this Agreement, the Acquired Company Corporation has good and 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 December 3110, 19972010, which have not been disposed of in the ordinary course of business since December 31, 1997, which 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 disclosed on SCHEDULE 4(K)Schedule 4(t) of this Agreement. SCHEDULE 4(KSchedule 4(t) of this Agreement contains an accurate list of all leases and other agreements under which the Acquired Company Corporation is lessee of any 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 the Acquired Company Corporation is in operating condition and, subject to routine maintenance and ordinary wear and tear, has have been maintained in accordance with reasonable industry standards and is suitable for the purpose for which it is used. Except as disclosed in SCHEDULE 4(K)Schedule 4(t) of this Agreement, neither the Sellers Stockholders nor the Acquired Company Corporation is aware of or has 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 the Acquired Company's Corporation’s business or its owned or leased real or personal properties, with which it the Corporation has not complied. At Closing, the Sellers shall provide, at their expense, a standard owner's title insurance policy in the amount of the Purchase Price allocated to the real property and improvements, which Buyer shall acquire from Sellers, insuring title vested in the Buyer or its nominees, subject only to nondelinquent real property taxes and those exceptions set forth on the preliminary title report which according to Buyer are acceptable and do not render title unmarketable or uninsurable. Before Closing, the Buyer may engage consultants or engineers of the Buyer's ’s choosing to conduct site studies of the real property Property as the Buyer deems necessary. The Buyer or its agents shall have the right to enter the real property Property at reasonable times before closing to make such tests, inspections, studies, and other investigations as the Buyer may require, at the Buyer's ’s expense and risk. The Buyer shall indemnify and hold the Sellers Corporation and the Stockholders harmless from any loss, damage, or claim arising out of the Buyer's ’s access to the real property Property for the purpose of making tests, inspections, studies, and other investigations. It shall be a condition to closing Closing that the results of such studies or analyses be acceptable to the Buyer in its sole discretion.
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