Title to and Condition of Properties and Assets. Immediately prior to the time of transfer of the Transferred Assets to the Company as contemplated in paragraph 2 above (the "Transfer Time"), Sellers had good title to all of their tangible personal properties including, without limitation, (i) all those used in the business of Sellers and (ii) those reflected in the Financial Statements (except as sold or otherwise disposed of in the ordinary course of business). All tangible personal properties are subject to no mortgage, pledge, conditional sales contract, lien, security interest, right of possession in favor of any third party, claim or other encumbrance, except (i) the lien of current real estate taxes not yet due and payable, (ii) as set forth in Schedule 7.8, (iii) as reflected in the Financial Statements, (iv) for such minor imperfections of title, if any, as do not interfere with the present use of the property or properties subject thereto or affected thereby in a manner materially adverse to the business of Sellers, and (v) for liens not material in amount and arising from the ordinary course of conduct of the business of Sellers. Immediately prior to the Transfer Time, all such properties and assets reflected in the Financial Statements had a fair market or realizable value determined on a going business basis at least equal to the value thereof as reflected herein. Subsequent to December 31, 1996, except as contemplated by this Agreement, Sellers have not sold or disposed of any of their tangible personal properties or assets or obligated themselves to do so except in the ordinary course of business. Except as disclosed on Schedule 2.2, the facilities, machinery, furniture, office and other equipment (including computer software) of Sellers that were transferred to the Company as contemplated in paragraph 2 above, are in good operating condition and repair, subject only to ordinary wear and tear. Sellers have not received any written notice from any governmental agency, board, bureau, body, department or authority of any federal, state, municipal or foreign jurisdiction, to the effect that Sellers or any tangible personal property or asset owned or leased by Sellers, which was transferred to the Company as contemplated in paragraph 2 above, is in violation of any applicable ordinance, regulation or building, zoning, environmental or other law in respect thereof, the violation of which will have a material adverse effect on the conduct of the business or the ownership or use of any of such pro...
Title to and Condition of Properties and Assets. (A) Except for the LaSalle Lien and except as set forth on Schedule 4.9 hereto, and except for sales of inventory and other assets made in the ordinary course of business since September 30, 2004, the Company and the Company Subsidiaries have good and legal title, free and clear of all Liens, to all of the properties and assets reflected as properties and assets owned by the Company or any Company Subsidiary in the September 30, 2004 Balance Sheet.
Title to and Condition of Properties and Assets. All the motor vehicles owned or leased by the Companies, all machinery and equipment and fixtures owned or leased by the Companies are described in Schedule 3.13 hereto. Except as set forth in Schedule
Title to and Condition of Properties and Assets. (A) Seller has furnished to Buyer a schedule (Schedule 4.8) of all of the properties and assets of each Company, and each Company has good and marketable title to all of its properties and assets, including, without limitation, (i) all those used in its business, and (ii) those reflected in the balance sheet of the Company as of June 30, 2015 referred to in Section 4.5 (except as sold or otherwise disposed of in the ordinary course of business) subject to no mortgage, pledge, conditional sales contract, lien, security interest, right of possession in favor of any third party, claim or other encumbrance, except as set forth in a schedule (Schedule 4.8A) attached hereto by Seller. Subsequent to June 30, 2015, no Company has sold or disposed of any of its properties or assets or obligated itself to do so, except in the ordinary course of business.
Title to and Condition of Properties and Assets. (i) The Company and its Subsidiaries have good and defensible title to, or valid leasehold interests in, their respective properties and assets, whether owned or leased, including, without limitation, (i) those used in their respective businesses, and (ii) those reflected in the consolidated balance sheet of the Company as of December 31, 1996 most recently delivered to Parent (except as since sold or otherwise disposed of in the ordinary course of business and except for minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, individually or in the aggregate, do not and will not materially interfere with the ability of the Company and its Subsidiaries to use their properties or to conduct their businesses as currently conducted), in each case subject to no mortgage, pledge, conditional sales contract, lien, security interest, right of possession in favor of any third party, claim or other encumbrance (collectively "Liens"), except for (w) the lien of current Taxes (as hereinafter defined) not yet due and payable, (x) with respect to leased property, the provisions of such leases, (y) Liens granted to the Company's lenders under that certain Revolving Credit Agreement (the "Credit Facility") between the Company and Citibank, N.A. dated October 27, 1994, as amended and (z) liens, that, individually or in the aggregate, do not and will not materially interfere with the ability of the Company or any of its Subsidiaries to conduct business as currently conducted. Except as described on SCHEDULE 4.13, subsequent to December 31, 1996, neither the Company nor any of its Subsidiaries has sold or disposed of any of their respective properties or assets or obligated themselves to do so except in the ordinary course of business. The facilities, machinery, furniture, office and other equipment of the Company and each of its Subsidiaries that are used in their respective businesses are in good operating condition and repair, subject to the ordinary wear and tear of those businesses.
Title to and Condition of Properties and Assets. The Company has good and marketable title to all of its properties and assets, including, without limitation, (i) all those used in its business, and (ii) those reflected in the Latest Financial Statements, subject to no mortgage, pledge, conditional sales contract, lien, security interest, right of possession in favor of any third party, claim or other encumbrance, except as set forth in Schedule 4.3. Subsequent to the date of the Latest Financial Statements, none of the Companies has sold or disposed of any properties or assets or obligated itself to do so except in the ordinary course of business. The facilities, equipment, machinery, furniture, office and other assets of the Companies are in good operating condition and repair. None of the Companies, nor any property or asset owned or leased thereby is in violation of any applicable ordinance, regulation or building, zoning, environmental or other law.
Title to and Condition of Properties and Assets. The Company has good and marketable title to all of its properties and assets, including, without limitation, (i) all those used in the business, and (ii) those reflected in the April '97 Financials (except as thereafter sold or otherwise disposed of in the ordinary course of business) subject to no mortgage, pledge, conditional sales contract, lien, security interest, right of possession in favor of any third party, claim or other encumbrance, except (i) the lien of current taxes not yet due and payable and (ii) as set forth in Schedule 5.6. Subsequent to April 30, 1997, the Company has not sold or disposed of any of its properties or assets or obligated itself to do so except in the ordinary course of business. The facilities, machinery, furniture, office and other equipment of the Company that are used in its business are in good operating condition and repair, subject only to the ordinary wear and tear, and neither the Company nor any property or asset owned or leased by the Company is in violation of any applicable ordinance, regulation or building, zoning, environmental or other law in respect thereof. Said facilities, machinery, furniture, office and other equipment and assets of every type and kind owned by the Company are sufficient to enable the Company to operate its business.
Title to and Condition of Properties and Assets. Each Seller owns, has a valid leasehold interest in, or has legal right to use all of the material assets, properties and tangible personal property necessary for the conduct of its business, free and clear of any mortgage, pledge, Lien, lease, conditional sale agreement, security interest, encumbrance, or charge (except for Permitted Liens). The personal property owned and leased by each Seller is in good operating condition and repair, ordinary wear and tear excepted, except to the extent that the failure to be in good condition would not have a Material Adverse Effect. The real estate owned and leased by such Seller is in good condition and repair, ordinary wear and tear excepted, except to the extent that the failure to be in good operating condition and repair would not have a Material Adverse Effect.
Title to and Condition of Properties and Assets. Borrower owns, has a valid leasehold interest in, or has legal right to use, as well as transfer, all of the assets, properties and tangible personal property necessary for the conduct of its business, free and clear of any Liens, but for the Liens contemplated by this Agreement and Permitted Liens. The personal property owned and leased by Borrower is in good operating condition and repair, ordinary wear and tear excepted. Any real estate owned and leased by Borrower is in good condition and it is not obligated to perform any material repairs to such real estate. All Collateral consisting of goods is located solely in the states listed on attached EXHIBIT D ("COLLATERAL STATES").
Title to and Condition of Properties and Assets. Seller has good and marketable title in and to all the Assets, including, without limitation, (i) all those used in the operation of the Business and (ii) those reflected in the Offering Memorandum, as amended by the second Re-forecast to the Offering Memorandum dated July 29, 2001, (except as sold or otherwise disposed of in the ordinary course of business subsequent to the date thereof), and the Assets constitute all the assets and properties necessary and sufficient for Buyer to conduct the Business after the Closing Date is substantially the same manner and fashion as it is currently conducted by Seller and/or Goldstone. The Assets are subject to no mortgage, pledge, conditional sales contract, lien, security interest, right of possession in favor of any third party, claim, or other encumbrance, except the lien of current taxes not yet due and payable. Subsequent to December 31, 2000, neither Seller nor Goldstone has sold or disposed of any of the Assets or obligated itself to do so except in the ordinary course of business. To the best knowledge of Seller and Goldstone, the facilities, machinery, furniture, office and other equipment included in the Assets are in good operating condition and repair, subject only to ordinary wear and tear, and the operation of the Business is not in violation of any material ordinance, regulation, building, zoning, environmental or other law or regulation applicable to the Business.
