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 as set forth on Schedule 4.6(a), the Assets constitute, in all material respects, all of the assets, properties and rights necessary to (i) conduct the operations of the Business as the same are conducted on the Execution Date and (ii) perform, in all material respects, the obligations that are required to be performed in the ordinary course of business under the Material Contracts. The Company does not use or occupy any real property (by lease, license or otherwise) other than the Leased Premises, excluding, for the avoidance of doubt, any Compression Assets or other equipment on the real property of the Company’s customers in the ordinary course of business.
(b) The Company has good and marketable title to or a valid leasehold interest in all the material personal properties and material assets owned or used by the Company, in each case, free and clear of all Encumbrances, except for Permitted Encumbrances. The Company’s Assets consisting of tangible personal property that are used or held for use in the conduct of the Business and that are, individually or in the aggregate, material to the Company or the Business are (i) in good operating condition in all material respects and generally are adequate and suitable in all material respects for the present and continued use, operation, and maintenance thereof as used, operated, or maintained in the last twelve (12) months in the ordinary course of business of the Company, taking into account the age and history of use, and except for ordinary wear and tear and ordinary and/or routine maintenance, (ii) structurally sound with no material defects, (iii) not in need of material repairs except for ordinary and/or routine maintenance, (iv) have been maintained in all material respects consistent with the maintenance of a prudent operator (subject to normal wear and tear taking into account use and age) and (v) have not had any material maintenance deferred.
(c) The Company does not own any real property. The Company has valid leasehold interests in all of its leased, subleased or similarly occupied real properties (“Leased Premises”) as set forth on Schedule 4.6(c), free and clear of all Encumbrances except in all cases for Permitted Encumbrances. Schedule 4.6(c) sets forth a true, correct and complete set of all leases, amendments, guarantees, supplements or other agreements governing the use of the Leased Premises (collectively, the “Lease Contracts”). The Company does not sublease any of the Leased...
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.
(B) All assets owned or leased by the Companies are in good repair and in working order except for ordinary wear and tear.
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.
(B) Except as set forth on Schedule 4.9 and except for sales of inventory and other assets made in the ordinary course of business since September 30, 2004, neither the Company nor any Company Subsidiary has sold, transferred or disposed of any assets or properties, individually or in the aggregate, having a book value or fair market value as of the date of sale, transfer or disposal in excess of $ 100,000.
(C) The facilities, machinery, furniture, office and other equipment used in the operation of the Business, taken as a whole, are in commercially reasonable operating condition and repair, taking into account their current use, age and ordinary wear and tear. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SPECIFICALLY PROVIDED FOR HEREIN, ALL OF THE TANGIBLE ASSETS OF THE COMPANY ARE SOLD TO PURCHASER "WHEREAS" AND "AS IS" WITHOUT IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR INTENDED USE OR OTHERWISE.
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. (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.
(ii) All of the real property owned or leased by the Company or any of its Subsidiaries has been maintained by the Company in compliance with all federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses and regulations, except where the failure to so maintain the property would not have a Material Adverse Effect on the Company.
Title to and Condition of Properties and Assets. Each Company has good and marketable title to or a valid and subsisting leasehold interest in all of the assets, properties and tangible personal property that it purports to own and necessary for the conduct of its business, free and clear of any Lien (except for Permitted Liens). Such property is in good operating condition and repair, ordinary wear and tear excepted.
Title to and Condition of Properties and Assets. (a) Seller has good and marketable title to, or has a valid leasehold interest in, or the right to use, as the case may be, all tangible personal property included as part of the Purchased Assets. None of the tangible personal property included as part of the Purchased Assets are subject to any 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, (ii) as set forth in Schedule 5.2(a)(iv) (“Permitted Encumbrances”), (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 such personal property, (v) liens not material in amount and arising from the ordinary course of conduct of the business of Seller, or (vi) items listed on Schedule 1.1(e) (“Equipment Leases”). Subsequent to November 30, 2004, except as contemplated by this Agreement, Seller has not sold or disposed of any of its tangible personal property or assets (other than the Excluded Assets) or obligated itself to do so except in the ordinary course of business.
(b) Except as disclosed on Schedule 6.9(b), the facilities, machinery, furniture, office and other equipment (including computer software) of Seller that are used in the Business and included in the Purchased Assets are in reasonable operating condition and repair, subject to ordinary wear and tear. Since January 1, 2004, Seller has 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 Seller or any tangible personal property or asset owned or leased by Seller is in violation of any applicable ordinance, regulation or building, zoning, environmental or other law in respect thereof.
Title to and Condition of Properties and Assets. (a) Cardkey has good and marketable title to, or a valid and subsisting leasehold interest in, (i) all of the properties and assets on the Balance Sheet (except as thereafter sold or otherwise disposed of in accordance with the terms of this Agreement) or acquired after the Balance Sheet Date, (ii) all properties and assets which are subject to operating leases as defined in Financial Accounting Standards Board Statement No. 13 and which are not reflected in the Balance Sheet, and (iii) except for the Transferred Assets (as defined in Section 6.09), all other properties or assets owned or used by it in the conduct of its business, including, without limitation, the Xxxxxxx machine owned by Cardkey but not reflected on the Balance Sheet, and in each case set forth in clauses (i), (ii) and (iii), subject to no Encumbrances, except Permitted Encumbrances.
(b) The assets owned or leased by Cardkey (other than the Transferred Assets) constitute all the assets used in the conduct of its business.
(c) All plants, structures, machinery, equipment, automobiles, trucks, tools and other properties and assets owned or leased by Cardkey are in reasonably good operating condition and repair (except for ordinary wear and tear and routine maintenance in the ordinary course of business) and usable in a manner consistent with their current use. All plants, structures, facilities, machinery, equipment, automobiles, trucks, tools and other properties and assets owned or leased by Cardkey conform in all material respects with, and Cardkey is in compliance in all material respects with, all applicable Legal Requirements with respect to the use, maintenance, condition and operation thereof, and no written notice of any violation of any such Legal Requirement has been received by Cardkey or Seller that has not been cured.
