Title to and Condition of Purchased Assets. (a) To the County's Knowledge the Purchased Assets constitute all assets, properties and rights (in each case whether real or personal or tangible or intangible) necessary for the County to conduct the operations of the Facilities or the Wastewater Collection Systems after the Closing as they are each presently being conducted.
(b) To the County's Knowledge, the County has good, marketable, valid and legal title to, or a valid leasehold interest in, or a valid license to use, all of the Purchased Assets (in each case whether real or personal or tangible or intangible) used by the County in the operations of the Facilities or the Wastewater Collection Systems or located on any property owned, leased or used by the County, free and clear of all Liens and defects of title.
(c) All of the Plant and Equipment are in good condition and repair, ordinary wear and tear excepted, and, to the best of the County’s Knowledge, have been maintained and repaired in a good and workmanlike manner in accordance with industry standards.
Title to and Condition of Purchased Assets. Seller owns all the Purchased Assets and Seller has good and marketable title in and to all the Purchased Assets, free and clear of all Encumbrances whatsoever. None of the Purchased Assets is licensed from any third party and none of the Purchased Assets is licensed to any third party. All of the tangible personal property included in the Purchased Assets is conveyed in an “as is” condition. Title to all the Purchased Assets is freely transferable from Seller to the Buyer free and clear of all Encumbrances without obtaining the consent or approval of any person or party.
Title to and Condition of Purchased Assets. The Seller owns, or leases the Assets listed on Schedule 1.1(a) as being leased, and as of the Closing Date will have good and marketable title in and to, or a valid leasehold interest in, all of the Assets, free and clear of all liens, liabilities, charges, claims, options, restrictions on transfer or other encumbrances of any nature whatsoever, except for (a) liens or encumbrances disclosed in Section 5.2 to this Agreement; and (b) miscellaneous materialmen's or mechanics liens or liens for current taxes not yet due and payable or which are being contested in good faith by appropriate proceedings and which are listed on Schedule 5.2 (collectively, "Permitted Liens"). All material items of machinery, equipment, vehicles, and other personal property owned or leased by the Seller are listed in Schedule 5.2 to this Agreement and, except as and to the extent disclosed in Schedule 5.2 to the Agreement, all such personal property is included in the Assets and is in good operating condition and repair (reasonable wear and tear excepted) and is adequate for its use in the Seller's Businesses as presently conducted. The Assets constitute all of the assets and properties which are required for the Seller's Businesses as presently conducted and as proposed to be conducted by the Seller as of the date hereof.
Title to and Condition of Purchased Assets. Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets, free and clear of any Liens, except for the Permitted Liens.
Title to and Condition of Purchased Assets. (a) Except as set forth on Schedule 5.6, Seller has good title to or, a valid leasehold interest in, the properties and assets used by it, located on its premises or shown on the Financial Statements or acquired after the date thereof in the ordinary course necessary to operate the Business of Seller as presently conducted, free and clear of all Encumbrances. All tangible and intangible assets owned by Seller are in its possession or under its control. The tangible personal property and assets used in the business of Seller are in good operating condition and repair, subject only to routine maintenance and ordinary wear and tear.
Title to and Condition of Purchased Assets. Except as set forth in Schedule 5.4 of the Seller Disclosure Schedule, and subject to the limitations set forth in Section 2.1, Seller owns and has good and valid title to each of the Purchased Assets, free and clear of all Liens other than Permitted Exceptions. Seller has provided to Purchaser a complete and accurate list of those physical assets and tools of Seller that are, to the best Knowledge of Seller, used in the Ordinary Course of Business with respect to the Products during the twelve (12) month period immediately preceding the Closing Date, other than (a) physical assets or tools of a type used for common business purposes that are not unique to Seller’s RFID business, including (by way of example and without limitation), office furniture and equipment, enterprise computers and other tools and equipment used for accounting, human resources management, payroll and other common business purposes, and (b) physical assets or tools having a value less than $10,000. Each item of tangible personal property included in the Purchased Assets has been, in all material respects, maintained in accordance with normal industry practice, is in reasonable operating condition in light of its age and is suitable for the purposes for which it presently is used. Each item of Inventory is in a condition that complies with Seller’s specifications for the Products and is consistent with the Products sold by Seller prior to the Closing.
Title to and Condition of Purchased Assets. Seller has and at Closing shall convey to Buyer good and marketable title to all of the Purchased Assets, free and clear of any pledges, collateral assignments, security interest, liens, charges or encumbrances whatsoever.
Title to and Condition of Purchased Assets. Seller has good and transferable title to, or a valid leasehold interest in, the Purchased Assets free and clear of any mortgage, pledge, conditional sales contract, lien, security interest, right of possession in favor of any third party, claim or encumbrance (collectively "Liens"), except for Liens described on Schedule 7.6 (all of which will be removed on or before the Closing) and except for Taxes for the current tax year which are not yet due and payable. Seller has all necessary corporate power and authority to transfer ownership of the Purchased Assets to Purchaser free and clear of all Liens.
Title to and Condition of Purchased Assets. Seller is the true and lawful owner, and has good title to, all of the Purchased Assets owned by Seller, free and clear of all Encumbrances. The Purchased Assets owned by Seller are in good operating condition and repair and are adequate for the uses to which they are being put, ordinary wear and tear excepted.
Title to and Condition of Purchased Assets. (1) CORPORATE SELLERS have and are transferring to HLTC INC. legal, good and marketable title to all of the Purchased Assets and the TRUSTEES have and are transferring to HLTC INC. legal, good and marketable title to the Warehouse.
(2) The Purchased Inventories consist of raw materials, work in process and finished goods purchased for or by H & L TOOL or manufactured by H & L TOOL in the ordinary course of its business and consistent with the requirements of its business and the volumes of purchases and production thereof and orders therefor have not been reduced or increased in anticipation of the transactions contemplated by this Agreement. The Purchased Inventories are merchantable and fit for the purpose for which procured or manufactured, and are not damaged or defective.
(3) The accounts receivable reflected on the Interim Statement are, and all accounts receivable of H & L TOOL arising after the date of the Interim Statement and on or prior to the Closing Date will be, bona fide receivables, accounted for in accordance with GAAP, representing amounts due with respect to actual transactions in the ordinary course of the operation of H & L TOOL's business. To the best knowledge of H & L TOOL, all such receivables are and will be 33 fully collectible by HLTC INC. (without any requirement on the part of HLTC INC. to perform or provide any further work, services or goods in respect thereof) net of the reserve set forth in the Interim Statement, which reserve was calculated consistent with past practices. The accounts payable reflected on the face of the Interim Statement (rather than any notes thereto) arose, and all accounts payable arising after the date of the Interim Statement and on or before the Closing Date will have arisen, from bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable as of the Closing Date.
