TITLE, CONDITION OF PERSONAL PROPERTY. (A) Except for the security interests listed and described on Schedule 5.11(a), the Company has good and marketable title to, or valid and subsisting leasehold interests in, all of the personal property located at its places of business owned by the Company or used in connection with the operation of its business, subject to no mortgage, security interest, pledge, lien, claim, encumbrance or charge, or restraint on transfer whatsoever (the "Liens") other than Permitted Liens (as defined below). Except as set forth on Schedule 5.11(a), no other person has any right to the use or possession of any of such property which is owned and, except as set forth on Schedule 5.11(a), no currently effective financing statement with respect to such personal property has been filed under the Uniform Commercial Code in any jurisdiction, and the Company has not signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement. All of such personal property comprising equipment, improvements, furniture and other tangible personal property in use by the Company, whether owned or leased, is in good operating condition and repair, subject to normal wear and tear, and is sufficient to enable the Company to operate its business in a manner consistent with its operation during the immediately preceding twelve (12) months.
(B) Except as set forth on Schedule 5.11(b), no tangible personal property used by the Company in connection with the operation of its business is subject to a lease, conditional sale, security interest or similar arrangement. The Company has delivered to Buyer a complete and correct copy of each of the leases and other agreements listed on Schedule 5.11(b). All of said personal property leases are valid, binding and enforceable in accordance with their respective terms and are in full force and effect. The Company is not in material default under such leases and there has not been asserted, either by or against the Company under any of such leases, any written notice of default, set-off, or claim of default. To the best knowledge of Sellers and Company, the parties to such leases other than the Company are not in default of their respective obligations under any of such leases, and there has not occurred any event which with the passage of time or giving of notice (or both) would constitute such a default or breach under any of such leases.
TITLE, CONDITION OF PERSONAL PROPERTY. (a) Except for the liens listed and described on Schedule 5.11(a), the Company has good and marketable title to all of the personal property owned by the Company located at its places of business or used in connection with the operation of its businesses, subject to no mortgage, security interest, pledge, lien, claim, encumbrance or charge, or restraint on transfer whatsoever (the "Liens") other than Permitted Liens (as defined below) and except for personal property leased by the Company as set forth on Schedule 5.11(b). No other person has any right to the use or possession of any of such property which is owned and, except as set forth on Schedule 5.11(a), no currently effective financing statement with respect to such personal property has been filed under the Uniform Commercial Code in any jurisdiction, and the Company has not signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement. All of such personal property comprising equipment, improvements, furniture and other tangible personal property in use by the Company, whether owned or leased, is in good operating condition and repair, subject to normal wear and tear, and is sufficient to enable the Company to operate its business in a manner consistent with its operation during the immediately preceding twelve (12) months.
(b) Except as set forth on Schedule 5.11(b), no tangible personal property used by the Company in connection with the operation of its business is subject to a lease, conditional sale or similar arrangement. The Company has delivered to Buyer a complete and correct copy of each of the leases and other agreements listed on Schedule 5.11(b). The Company has a valid leasehold interest in all of the property covered by any leases included on Schedule 5.11(b). All of said personal property leases are valid, binding and enforceable in accordance with their respective terms and are in full force and effect, subject to bankruptcy, insolvency, and other similar laws or equitable principles affecting the enforcement of creditors rights generally. The Company is not in material default under any of such leases and there has not been asserted, either by or against the Company under any of such leases, any written notice of default, set-off, or claim of default. To the best knowledge of Seller and the Company, the parties to such leases other than the Company are not in default of their respective obligations under...
TITLE, CONDITION OF PERSONAL PROPERTY. (a) Except as set forth on SCHEDULE 5.6(A), each of the Companies owns, or has good and valid leasehold interests or licenses in, all of the personal property comprising such Company's assets (collectively, the "Assets"), and has good and valid title to all such personal property (tangible and intangible) (or in the case of personal property which is leased or licensed, each of such Companies has the right to use such personal property superior in right to all others), subject to no Liens other than Permitted Liens (as defined below) or Liens which shall be removed at or prior to the Closing Date. All of such personal property comprising equipment, improvements, furniture and other tangible personal property, whether owned or leased, is in a condition, taken as a whole, which is suitable to operate the Business in a manner consistent with historical practice and has been maintained in a manner consistent with historical practice. Notwithstanding the foregoing, Parent and Merger Sub acknowledge that they are acquiring the Assets "as is." Neither the Shareholder nor any of the Companies has granted any option or other right to acquire any portion of the Assets or the Business, other than with respect to the sale of inventory in the ordinary course of business and in connection with the transactions contemplated herein. There are no pending or, to the Knowledge of the Shareholder and Hesco, threatened condemnation proceedings relating to any leased property of any of the Companies. All inventory of the Companies is located at the locations set forth on SCHEDULE 5.6(A).
TITLE, CONDITION OF PERSONAL PROPERTY. (A) Rotech and the Rotech Subsidiaries have good and marketable title to, or valid and subsisting leasehold interests in, all of the personal property located at their places of business or used in connection with the operation of their businesses, subject to no mortgage, security interest, pledge, lien, claim, encumbrance or charge, or restraint on transfer whatsoever other than Permitted Liens (as defined below). No other person has any right to the use or possession of any of such property which is owned and, except for those which evidence Permitted Liens, Rotech has not signed any financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement. All of such personal property comprising equipment, improvements, furniture and other tangible personal property in use by Rotech, whether owned or leased, is in good operating condition and repair, subject to normal wear and tear, and is sufficient to enable Rotech to operate its business in a manner consistent with its operation during the immediately preceding twelve (12) months.
(B) Except as set forth on Exhibit 3.16(b) to the Rotech Disclosure Schedule, no tangible personal property used by Rotech or any of the Rotech Subsidiaries in connection with the operation of its business is subject to a lease, conditional sale, security interest or similar arrangement which requires annual payments in excess of $100,000. Rotech has delivered to IHS a complete and correct copy of each of the leases and other agreements listed on Exhibit 3.16(b) to the Rotech Disclosure Schedule. All of said personal property leases are valid, binding and enforceable in accordance with their respective terms and are in full force and effect. Rotech is not in default (defined as the occurrence of an event under the applicable lease which, when added to defaults under any other such lease, would cause Rotech or any Rotech Subsidiary to suffer liability in an amount in excess of $500,000 on an aggregate basis) under any of such leases and there has not been asserted, either by or against Rotech under any of such leases, any written notice of default, set-off, or claim of default. To the best knowledge of Rotech, the parties to such leases other than Rotech are not in default of their respective obligations under any of such leases, and there has not occurred any event which with the passage of time or giving of notice (or both) would constitute such a default or breach under a...
TITLE, CONDITION OF PERSONAL PROPERTY. (a) The Company has good and indefeasible title to, or valid and subsisting leasehold interests in, all of the personal property located at or used in connection with operation of its business, subject to no mortgage, security interest, pledge, lien, claim, encumbrance or charge, or restraint on transfer whatsoever other than Permitted Liens (as defined below). No other person has any right to the use or possession of any of such property which is owned and no currently effective financing statement with respect to such personal property has been filed under the Uniform Commercial Code in any jurisdiction, and the Company has not signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement except for the Permitted Liens. All of such personal property comprising equipment, improvements, furniture and other tangible personal property in use at the Company, whether owned or leased, is in good operating condition and repair, subject to normal wear and tear, and is sufficient to enable the Company to operate its business in a manner consistent with its operation during the immediately preceding twelve (12) months.
(b) Except as set forth on Schedule 4.11(b), no tangible personal property used by the Company in connection with the operation of its business is subject to a lease, conditional sale, security interest or similar arrangement. Shareholders have delivered to Buyer a complete and correct copy of each of the leases and other agreements listed on Schedule 4.11(b). All of said personal property leases are valid, binding and enforceable in accordance with their respective terms and are in full force and effect. The Company is not in default under any of such leases and there has not been asserted, either by or against the Company under any of such leases, any written notice of default, set-off, or claim of default. To the best knowledge of Shareholders, the parties to such leases other than the Company are not in default of their respective obligations under any of such leases, and there has not occurred any event which with the passage of time or giving of notice (or both) would constitute such a default or breach under any of such leases.
TITLE, CONDITION OF PERSONAL PROPERTY. (a) Except as disclosed on Schedule 4.11(a), the Company and its Subsidiaries have good and indefeasible title to, or valid and subsisting leasehold interests in, all of the personal property reflected on the Balance Sheet and located at or used in connection with the operation of their businesses, subject to no Liens whatsoever other than Permitted Liens (as defined below). Except as disclosed on Schedule 4.11(a) and except for Permitted Liens, no other person has any right to the use or possession of any of such personal property and no currently effective financing statement relating to any such personal property has been filed under the Uniform Commercial Code in any jurisdiction, and the Company and its Subsidiaries have not signed any currently effective financing statement or any security agreement authorizing any secured party to file any financing statement. All personal property comprising equipment, improvements, furniture and other tangible personal property that the Company or any of its Subsidiaries use, whether owned or leased, is sufficient to enable the Company and its Subsidiaries to operate their businesses in a manner consistent with their operation during the immediately preceding twelve (12) months.
TITLE, CONDITION OF PERSONAL PROPERTY. The Company has good and marketable title to, or valid and subsisting leasehold interests in, all of its personal property, and none of such property is subject to any security interest, pledge, lien, claim, encumbrance or charge, or restraint on transfer whatsoever other than Permitted Liens (as defined below). Except as set forth on Schedule 4.10, no other person has any right to the use or possession of any of such property which is owned and, except as set forth on Schedule 4.10, no currently effective financing statement with respect to such personal property has been filed under the Uniform Commercial Code in any jurisdiction, and the Company has not authorized any such financing statement or any security agreement to be filed. “Permitted Liens” shall mean taxes for amounts not yet due or payable; provided that such taxes have been appropriately reserved for on the books and records of the Company.
TITLE, CONDITION OF PERSONAL PROPERTY. The Company has good and marketable title to, or valid and subsisting leasehold interests in, all of its personal property, and none of such property is subject to any security interest, pledge, lien, claim, encumbrance or charge, or restraint on transfer whatsoever other than Permitted Liens (as defined below). No other person has any right to the use or possession of any of such property which is owned and no currently effective financing statement with respect to such personal property has been filed under the Uniform Commercial Code in any jurisdiction, and the Company has not authorized any such financing statement or any security agreement to be filed. “Permitted Liens” shall mean taxes for amounts not yet due or payable; provided that such taxes have been appropriately reserved for on the books and records of the Company.
TITLE, CONDITION OF PERSONAL PROPERTY. (a) Except for the security interests listed and described on Schedule 13.10(a), Landlord has good title to all of the Leased Equipment, subject to no mortgage, security interest, pledge, lien, conditional sales agreement, lease, claim, encumbrance, easement, title exception or charge, or restraint on transfer whatsoever (collectively, "Lien"). No other person has any right to the use or possession of any of the Leased Equipment and, except as set forth on Schedule 13.10(a), no currently effective financing statement with respect to the Leased Equipment has been filed in any jurisdiction, and Landlord has not signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement. During the five (5) year period preceding the date hereof, Landlord has conducted its business activities only under the corporate and/or trade name "The Homestead of Manhattan." All of the Leased Equipment is in good operating condition and repair and is functioning in the manner and for the purpose for which it was intended and, to the best knowledge of Landlord, after due inquiry, is in compliance with (and the operation thereof is in compliance with) all applicable federal, state and local laws, rules and regulations, and is sufficient and suitable to enable Tenant to operate the Demised Premises in a normal and efficient manner. Said Schedule 13.10(a) shall be updated to the extent necessary on and as of the day preceding the Commencement Date.
(b) Except as set forth on Schedule 13.10(b), none of the property used by Landlord in connection with the operation of the Demised Premises is subject to a conditional sale, security interest or similar arrangement. Schedule 13.10(b) sets forth a complete and correct description of each of the Personal Property Leases relating to the Demised Premises as to which Landlord is a party (together with all modifications or amendments thereto), the annual rental and unexpired lease term thereby and all the information set forth thereon is complete, correct and accurate. True, correct and complete copies of each of said Personal Property Leases (together with all modifications or amendments thereto) have been delivered to Tenant. All of said Personal Property Leases are valid, binding and enforceable in accordance with their respective terms and are in full force and effect. Landlord is not in default under any such lease, the consequences of which, either in an individual c...
TITLE, CONDITION OF PERSONAL PROPERTY. (A) The Company has good and marketable title to, or valid and subsisting leasehold interests in, all of the personal property located at its place of business or used in connection with the operation of its business, subject to no mortgage, security interest, pledge, lien, claim, encumbrance or charge, or restraint on transfer whatsoever other than Permitted Liens (as defined below) or liens or security interests to be paid or satisfied before Closing. No other person has any right to the use or possession of any of such property which is owned and no currently effective financing statement with respect to such personal property has been filed under the Uniform Commercial Code in any jurisdiction, and the Company has not signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement. All of such personal property comprising equipment, improvements, furniture and other tangible personal property in use by the Company, whether owned or leased, is in good operating condition and repair, subject to normal wear and tear, and is sufficient to enable the Company to operate its business in a manner consistent with its operation during the immediately preceding twelve (12) months.
(B) Except as set forth on Schedule 5.13(b), no tangible personal property used by the Company in connection with the operation of its business is subject to a lease, conditional sale, security interest or similar arrangement except security interests to be paid before Closing. The Company does not lease any of the Assets.
