Common use of Title and Condition of Tangible Assets Clause in Contracts

Title and Condition of Tangible Assets. 2.09-1 GDSC owns all of its tangible personal property except leased property free and clear of all mortgages, pledges, security interests, claims, charges or other encumbrances or restrictions of any kind, except (a) liens related to obligations disclosed in the GDSC Financial Statements or (b) liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the GDSC Current Balance Sheet). 2.09-2 GDSC has good and absolute title to its tangible personal property except leased property. 2.09-3 All of GDSC's tangible personal property has been maintained and operated in accordance with manufacturer's specifications and prudent industry practices, is in a good state of maintenance and repair, ordinary wear and tear excepted, and is adequate for the conduct of GDSC's business. 2.09-4 To the knowledge of GDSC, there are no developments affecting any of its real property or tangible personal property pending or threatened which might materially detract from the value of such property or assets, materially interfere with any present or intended use of any such property or assets or materially adversely affect the marketability of such properties or assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Gentle Dental Service Corp), Asset Purchase Agreement (Gentle Dental Service Corp)

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Title and Condition of Tangible Assets. 2.093.18-1 GDSC ADC owns all of its tangible personal property the Tangible Personal Property except the leased property free and clear of all mortgages, pledges, security interests, claims, charges or other encumbrances or restrictions of any kind, except (a) liens related to obligations disclosed in on the GDSC Financial Statements Current Balance Sheet or (b) liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the GDSC Current Balance Sheet). 2.093.18-2 GDSC ADC has good and absolute title to its tangible personal property the Tangible Personal Property except the leased property. 2.093.18-3 All of GDSC's tangible personal property Tangible Personal Property has been maintained and operated in accordance with manufacturer's specifications and prudent industry practices, is in a good state of maintenance and repair, ordinary wear and tear excepted, and is adequate for the conduct of GDSCADC's business. 2.093.18-4 To the knowledge of GDSC, there There are no developments affecting any of its real property the Real Property or tangible personal property Tangible Personal Property pending or or, to the actual knowledge of ADC, threatened which might materially detract from the value of such property or assets, materially interfere with any present or intended use of any such property or assets or materially adversely affect the marketability of such properties or assets. 3.18-5 At the Closing, GDSC will acquire good title to all the Assets, free and clear of all mortgages, pledges, security interests, claims, charges or other encumbrances or restrictions of any kind.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gentle Dental Service Corp)

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Title and Condition of Tangible Assets. 2.093.10-1 GDSC owns all of its tangible personal property except leased property free and clear of all mortgages, pledges, security interests, claims, charges or other encumbrances or restrictions of any kind, except (a) liens related to obligations disclosed in the GDSC Financial Statements or (b) liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the GDSC Current Balance Sheet). 2.093.10-2 GDSC has good and absolute title to its tangible personal property except leased property. 2.093.10-3 All of GDSC's tangible personal property has been maintained and operated in accordance with manufacturer's specifications and prudent industry practices, is in a good state of maintenance and repair, ordinary wear and tear excepted, and is adequate for the conduct of GDSC's business. 2.093.10-4 To the knowledge of GDSC, there are no developments affecting any of its real property or tangible personal property pending or threatened which might materially detract from the value of such property or assets, materially interfere with any present or intended use of any such property or assets or materially adversely affect the marketability of such properties or assets.

Appears in 1 contract

Samples: Merger Agreement (Gentle Dental Service Corp)

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