TITLE, CONDITION TO PERSONAL PROPERTY Sample Clauses

TITLE, CONDITION TO PERSONAL PROPERTY. (a) Except as set forth on SCHEDULE 2.4(A), the Company owns, or has good and valid leasehold interests or licenses in, all of the personal property comprising the Company's assets (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 to it, the Company 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 Closing. All of such personal property comprising equipment, improvements, furniture and other tangible personal property, whether owned or leased, is in good operating condition and repair except for normal wear and tear, and is functioning, in all respects, in the manner and for the purpose for which it was intended, and is suitable to enable the Company to operate the Business in accordance with past practice. Neither the Sellers nor the Company 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. There are no pending or, to the Knowledge of the Sellers, threatened condemnation proceedings relating to any leased properties used in connection with the Business. The Company's inventory is carried on its books of account in accordance with GAAP, at the lower of cost or market, and the value of obsolete materials, materials below standard quality and slow-moving materials have been written down in accordance with GAAP. All inventory of the Company is located at the locations set forth on SCHEDULE 2.4(A).
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TITLE, CONDITION TO PERSONAL PROPERTY. (a) Except as set forth on SCHEDULE 2.4(a) each Company owns, or has good and valid leasehold interests or licenses in, all of the personal property comprising such Company's assets held for use or used in connection with such Company's Business (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 to it, such Company 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). Except to the extent it would not have a Material Adverse Effect, all of such personal property comprising equipment, improvements, furniture and other tangible personal property, whether owned or leased, is functioning in the manner and for the purpose for which it was intended, and is suitable to enable Purchaser to operate the Business in a normal manner. Except as set forth on Schedule 2.4(a), neither Seller nor any Company has granted any option or other right to acquire any portion of the Shares, Assets or the Business other than pursuant to this Agreement, which option or right is in effect on the date hereof. There are no pending or, to the Knowledge of Seller, threatened condemnation proceedings relating to any of leased properties used in connection with the Business.
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TITLE, CONDITION TO PERSONAL PROPERTY. (a) Each Seller has good and marketable title to all of the personal property comprising the Assets, subject to no liens, claims, security interests, mortgages, pledges, charges, easements, rights of setoff, restraints on transfers, restrictions on use, options, conditional sale agreements, subleases, sublicenses and encumbrances of any kind or nature whatsoever ("Liens"), other than Permitted Liens. No person other than Seller has any right to the use or possession of any of such property and no currently effective financing statement with respect to such personal property has been filed in any jurisdiction, and no Seller has signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement. Since its formation, each Seller has conducted its business activities only under the limited liability company and/or trade names set forth in Section 1.1
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TITLE, CONDITION TO PERSONAL PROPERTY. Sellers collectively own all of the Assets being conveyed to Purchaser under this Agreement, free and clear of all liens (except as disclosed on Schedule 1.1 attached hereto, which liens shall be released prior to the Closing). No Company has granted any option or other right to acquire any of the Assets other than pursuant to this Agreement, which option or right is in effect on the date hereof.
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TITLE, CONDITION TO PERSONAL PROPERTY. (a) Each of Seller's property comprising the Assets is located at the location(s) set forth in SCHEDULE 4.12 hereto. Except for the security interests that will be discharged and released prior to or at the Closing, Seller has good and marketable title to all such personal property, subject to no mortgage, security interest, pledge, lien, conditional sales agreement, lease, claim, encumbrance or charge, or restraint on transfer whatsoever, except for landlord's lien for rent. Except as provided in SCHEDULE 4.12 hereto, no other person has any right to the use or possession of any of such assets. Except as set forth in SCHEDULE 4.12 hereto, during the five (5) year period preceding the date hereof, or since the Seller's inception if more recent, Seller has conducted its business activities only under the corporate and/or trade names currently in use. All of such personal property comprising equipment, improvements, furniture and other tangible personal property, whether owned or leased, is in good operating condition and is functioning in the manner and for the purpose for which it was intended and 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 Buyer to operate the Therapy Business in a normal and efficient manner.
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TITLE, CONDITION TO PERSONAL PROPERTY. (a) All of Seller's property comprising the Assets is located at the Facility. Except for the security interests that will be discharged and released prior to or at the Closing, Seller has good and marketable title to all such personal property, subject to no mortgage, security interest, pledge, lien, conditional sales agreement, lease, claim, encumbrance or charge, or restraint on transfer whatsoever. No other person has any right to the use or possession of any of such property. During the five (5) year period preceding the date hereof, Seller has conducted its business activities only under the corporate and/or trade names currently in use. All of such personal property comprising equipment, improvements, furniture and other tangible personal property, whether owned or leased, is in operating condition and is functioning in the manner and for the purpose for which it was intended and 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 Buyer to operate the Facility in a normal and efficient manner.
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TITLE, CONDITION TO PERSONAL PROPERTY. (a) Seller owns, or has good and valid leasehold interests or licenses in, all of the personal property comprising 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 to it, Seller has the right to use such personal property superior in right to all others), subject to no liens, claims, security interests, mortgages, pledges or encumbrances of any kind ("Liens"), other than Permitted Liens (as defined below) or Liens which shall be removed at or prior to Closing. Except to the extent it would not have a Material Adverse Effect, all of such personal property comprising equipment, improvements, furniture and other tangible personal property, whether owned or leased, is in good operating condition and repair except for normal wear and tear, and is functioning, in all respects, in the manner and for the purpose for which it was intended, and is suitable to enable Buyer to operate the Business in the manner presently operated. Except as disclosed on Schedule 4.9 hereto, neither Seller nor IHS has granted any option or other right to acquire any material portion of the Assets or the Business other than pursuant to this Agreement or with respect to inventory in the ordinary course of business, which option or right is in effect on the date hereof. There are no pending or, to the knowledge of Seller or IHS, threatened condemnation proceedings relating to any of Seller's leased properties used in connection with the Business.
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TITLE, CONDITION TO PERSONAL PROPERTY. (A) Except as otherwise specifically set forth herein, each Seller has good and marketable title to all of the personal property comprising the Assets, subject to no liens, claims, security interests, mortgages, pledges, charges, easements, rights of setoff, restraints on transfers, restrictions on use, options, conditional sale agreements, subleases, sublicenses and encumbrances of any kind or nature whatsoever, other than Permitted Liens ("LIENS"). Except for Permitted Liens, no person other than the applicable Seller has any right to the use or possession of any of such property, and, except as set forth on Schedule 4.11(a), no currently effective financing statement with respect to such personal property has been filed in any jurisdiction, and, except as set forth on Schedule 4.11(a), no Seller has signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such 28
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Related to TITLE, CONDITION TO PERSONAL PROPERTY

  • Title to Personal Property Each of the Company and its subsidiaries has good and marketable title to, or have valid and marketable rights to lease or otherwise use, all items of personal property owned or leased (as applicable) by them, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

  • Title to and Condition of Personal Property The Company has merchantable title to all personal property reflected in the April 1997 Balance Sheet or acquired subsequent to the date of the April 1997 Balance Sheet, free and clear of all liens or encumbrances, except as disclosed in Schedule 3.15 hereto. No representation or warranty as to the condition of any such personal property is made in this Agreement. The Company owns or has the right to use all such properties necessary to the conduct of its business as currently conducted.

  • Real Property; Personal Property (a) Neither the Company nor any of its Subsidiaries owns any real property.

  • Condition of Personal Property All tangible personal property, equipment, fixtures and inventories included within the assets of the Company are in good, merchantable or in reasonably repairable condition and are suitable for the purposes for which they are used. No value in excess of applicable reserves has been given to any inventory with respect to obsolete or discontinued products. To the best of the Company's knowledge, all of the inventories and equipment, including equipment leased to others, are well maintained and in good operating condition.

  • Personal Property 16 5.15 Significant Customers; Material Contracts and Commitments.......16 5.16

  • Title to Tangible Personal Property Except as set forth in Section 4.06 of the Disclosure Schedules, Seller has good and valid title to, or a valid leasehold interest in, all Tangible Personal Property included in the Purchased Assets, free and clear of Encumbrances except for Permitted Encumbrances.

  • Tenant’s Personal Property Tenant shall provide and maintain (or cause to be provided and maintained) throughout the Term all such Tenant’s Personal Property as shall be necessary in order to operate in compliance with applicable material Legal Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Permitted Use. If, from and after the Commencement Date with respect to any Property, Tenant acquires an interest in any item of tangible personal property (other than motor vehicles) on, or in connection with, the Leased Property, or any portion thereof, which belongs to anyone other than Tenant, Tenant shall require the agreements permitting such use to provide that Landlord or its designee may assume Tenant’s rights and obligations under such agreement upon Landlord’s purchase of the same in accordance with the provisions of Article 15 and the assumption of management or operation of the Facility by Landlord or its designee.

  • Condition of the Leased Property Lessee acknowledges receipt and delivery of possession of the Leased Property. Lessee has examined and otherwise has knowledge of the condition of the Leased Property and has found the same to be satisfactory for its purposes hereunder. Lessee is leasing the Leased Property “as is” in its present condition. Lessee waives any claim or action against Lessor in respect of the condition of the Leased Property. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY, OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. LESSEE ACKNOWLEDGES THAT THE LEASED PROPERTY HAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO IT. Provided, however, to the extent permitted by law, Lessor hereby assigns to Lessee all of Lessor’s rights to proceed against any predecessor in title (other than any Affiliate of Lessee, which conveyed the Property to Lessor) for breaches of warranties or representations or for latent defects in the Leased Property. Lessor shall fully cooperate with Lessee in the prosecution of any such claim, in Lessor’s or Lessee’s name, all at Lessee’s sole cost and expense. Lessee hereby agrees to indemnify, defend and hold harmless Lessor from and against any claims, obligations and liabilities against or incurred by Lessor in connection with such cooperation.

  • Other Personal Property Unless at the time the Secured Party takes possession of any tangible Collateral, or within seven days thereafter, the Debtor gives written notice to the Secured Party of the existence of any goods, papers or other property of the Debtor, not affixed to or constituting a part of such Collateral, but which are located or found upon or within such Collateral, describing such property, the Secured Party shall not be responsible or liable to the Debtor for any action taken or omitted by or on behalf of the Secured Party with respect to such property.

  • Tangible Personal Property All appliances, fixtures, equipment, machinery, furniture, carpet, drapes and other personal property, if any, owned by Seller and located on or about the Land and the Improvements (the "Tangible Personal Property").

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