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.
Title to and Condition of Personal Property. (a) Except as set forth on Schedule 4.13(a), the Company has good and marketable title or leasehold interest to each item of equipment and other personal property, included as an asset in the Most Recent Financial Statements (except assets sold or otherwise disposed of since September 30, 2004 in the ordinary course of business consistent with past practices to Persons other than any Affiliates of the Company), free and clear of all Liens.
Title to and Condition of Personal Property. 6.9.1. Schedule 6.9.1 sets forth a computer list of machinery, equipment, furniture, fixtures, vehicles and other items of tangible personal property that are owned by Gold Xxxx and that are primarily used in connection with the Inputs Business and that are being purchased by Southern States in connection with the purchase of the Inputs Business (the "Owned Personal Property"). The computer list is the list used by Gold Xxxx in its operations and to the Best Knowledge of Gold Xxxx, is accurate in all material respects. The Owned Personal Property, together with the other Purchased Assets, constitute all assets of Gold Xxxx which, together with the Transition Agreement, are necessary to conduct the Inputs Business in the same manner and to the extent currently conducted by Gold Xxxx.
Title to and Condition of Personal Property. (a) Each Target Company has and will have good and marketable title or leasehold interest to each item of equipment and other personal property worth more than $10,000 included as an asset in the Closing Trial Balance and/or used in connection with the operation of its business.
Title to and Condition of Personal Property. (a) Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. At the time of Closing, all Assets shall be free and clear of all Encumbrances other than those identified on Exhibit 1 as acceptable to Buyer ("Permitted Encumbrances").
Title to and Condition of Personal Property. The Borrower has good ------------------------------------------- and marketable title to the material personal property reflected in its financial statements or that it currently uses in the operation of its business (other than leased property or personal property which is not material to the business of the Borrower and such equipment is the sole security for any financing associated therewith), and such property is free and clear of all liens, claims, charges, security interests, options, or other title defects or encumbrances. All such personal property is in good operating condition and repair, is suitable for the use to which the same is customarily put, is free from defects and is merchantable and is of a quality and quantity presently usable in the ordinary course of the operation of the business of the Borrower, other than such matters as would not have a Material Adverse Effect.
Title to and Condition of Personal Property. The Company has good, valid and marketable title to, or a valid leasehold interest in, all of the properties and assets owned by it or used in its business, including, without limitation, each item of equipment and other personal property, tangible, intangible or otherwise included as an asset on Exhibit E and in the Financial Statements and to each item of personal property, acquired since the date of the most recent Financial Statements, free and clear of any security interests. Exhibit E contains a detailed list as of December 31, 2004 of all machinery, equipment, furniture and other personal property owned by the Company or used by the Company in the operation of its business (with a notation as to whether such property is owned or leased). All tangible personal property owned or used by the Company in the operation of its business is in good operating condition and in a good state of maintenance and repair, ordinary wear and tear excepted, and is adequate for the business conducted by the Company. Except for the licenses to use certain Intellectual Property specifically identified on Exhibit C, there are no properties or assets, tangible or intangible, owned by any person or entity other than the Company which are used in connection with the business of the Company or necessary for the operation of the Company(s business.
Title to and Condition of Personal Property. Schedule 3.7 hereto contains a list of the items of Personal Property that comprise all Personal Property with a value in excess of $5,000 used in connection with the Business as of a recent date indicated on such schedule. The Buyer owns and has good and marketable title to all Personal Property free and clear of any Encumbrance, except for Encumbrances that shall be discharged or removed by the Buyer prior to or at Closing. The Buyer is not, and to the Knowledge of Buyer no other party is, in default under any of the leases, licenses and other agreements relating to the Personal Property listed on Schedule 3.7. The Buyer has delivered to Seller an accurate and complete copy of each lease, license or other agreement relating to the Personal Property. Except as otherwise disclosed on Schedule 3.7 hereto, the Personal Property constituting tangible property is in good operating condition (ordinary wear and tear excepted) and is available for immediate use in such business operations.
Title to and Condition of Personal Property. (a) The Company ------------------------------------------- and each Subsidiary has good and valid title to all tangible personal property which it owns, including all tangible personal property reflected in the unaudited consolidated balance sheet of the Company and subsidiaries as of December 31, 1996 included in the Financial Statements as being owned by the Company and such Subsidiary, except for tangible personal property disposed of in the ordinary course of business and consistent with prior practice since December 31, 1996, in each case free and clear of all Liens, except as set forth on Schedule 4.9 hereto. Except as set forth in ------------ Schedule 4.9 hereto, the tangible personal property of the Company and the ------------ Subsidiaries is, in the aggregate, all of the tangible personal property required to conduct the business of the Company and the Subsidiaries as presently conducted. The Company and the Subsidiaries have maintained all such material tangible personal property in good repair, working order and operating condition, subject only to ordinary wear and tear.
Title to and Condition of Personal Property. At the Closing, Infinity will have good title to the KEWS Personal Property free and clear of all Liens. At the Closing, the KEWS Personal Property will be in good operating condition and repair (ordinary wear and tear excepted), will be performing satisfactory and will be in material compliance with the rules and regulations of the FCC and all other applicable federal, state and local statues, ordinances, rules and regulations.
