Title to and Condition of Tangible Assets. The Company owns and has good and valid title to, or has valid rights to use, all material tangible personal property used by it in connection with the conduct of its business, in each case, free and clear of all Liens, other than Permitted Liens. Except as set forth on Section 5.11 of the Company Disclosure Schedule, the material tangible assets of the Company are in an operating condition that is comparable to that of assets of similar age and use in the industry in which the Company participates, subject to ordinary wear and tear.
Title to and Condition of Tangible Assets. Seller has, and as of immediately prior to the Closing will have, good and valid title to all tangible personal property, including equipment, included in the Business Assets, free and clear of any Lien. Seller has, and as of immediately prior to the Closing will have, a valid and binding leasehold interest in any leased equipment, free and clear of any Lien. Each item of tangible personal property included in the Business Assets, and the buildings, improvements, machinery and equipment necessary to the conduct of the Business, has been 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.
Title to and Condition of Tangible Assets. The Company has good and valid title to all of its tangible properties, and interests in tangible properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except for (i) assets sold or otherwise disposed of since the date of the Company Balance Sheet in the ordinary course of business and (ii) assets transferred in connection with the Pre-Closing Transfers, the Transition Services and License Agreements and the India Services Agreement), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases (except for leases that have expired by their terms since the date of the Company Balance Sheet), in each case, free and clear of all Encumbrances, except (i) Permitted Encumbrances, (ii) such imperfections of title and Encumbrances as do not and will not materially detract from or interfere with the use of the properties or assets subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (iii) liens securing indebtedness that is reflected on the Company Balance Sheet and (iv) liens held by Silicon Valley Bank pursuant to that certain Loan and Security Agreement dated as of April 13, 2009, by and among Parent, the Company, Backbone Entertainment and Silicon Valley Bank, as amended (the “SVB Loan Agreement”). The tangible property and equipment of the Company that are used in the operations of its Business are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. The Company is in material compliance with, has performed all of its material obligations under, and is not in default with respect to, its current real property lease. The Company does not currently own any real property.
Title to and Condition of Tangible Assets. MJP (and in the case of the Business Tools, Micron) has, and as of immediately prior to the Closing MJP will have, good and valid title to, or a valid and binding leasehold interest or license in, all tangible personal property included in the Business Assets, free and clear of any Encumbrance other than Permitted Encumbrances. Micron has, and immediately prior to any transfer pursuant to Section 5.10(b) will have, good and valid title to the Sputter Tools, free and clear of any Encumbrance other than Permitted Encumbrances
Title to and Condition of Tangible Assets. The Sellers own and have good and valid title to, or have valid rights to use, all of the tangible assets included in the Seller Assets, free and clear of all Liens other than (a) Liens under the Seller Indebtedness, which Liens will be released at the Closing, and (b)
Title to and Condition of Tangible Assets a. Each Acquired Company has, and at the Closing will have, good title to its tangible assets, free and clear of any Liens, and Seller has, and at the Closing will have, good title to the Seller Transferred Assets (excluding the "Bell & Howell" trademark and xxxde xxxx), free and clear of any Liens, except in each case for Permitted Liens. To the Knowledge of Seller, the current tangible assets of each Acquired Company, together with the tangible Seller Transferred Assets, are all of the tangible assets used to carry on the Acquired Business as presently conducted, except for those tangible assets that:
Title to and Condition of Tangible Assets. Except as set forth in Section 4.08 of the Disclosure Schedules, the Company and its Subsidiaries have good and indefeasible title to, or a valid leasehold interest in all material tangible assets reflected on the Financial Statements, other than any such tangible assets sold or otherwise disposed of since the date of the Financial Statements in the ordinary course of business, free and clear of all Liens (other than Permitted Encumbrances). Such tangible assets are in normal operating condition and repair, subject to ordinary wear and tear consistent with the age of the assets for the operation of the Business in accordance with past practice, routine maintenance, and other repairs that are not material in cost or nature.
Title to and Condition of Tangible Assets a. Imaging has, and at the Closing will have, good title to its tangible assets (including, at Closing, the PCI Assets), free and clear of any Liens, and each of the Foreign Subsidiaries has, and at the Closing will have, good title to its respective tangible Foreign Assets, free and clear of any Liens, except in each case for Permitted Liens. The current tangible assets of Imaging (including, at Closing, the PCI Assets), together with the tangible Foreign Assets, are all of the tangible assets used to carry on the Business as presently conducted, except for those tangible assets listed on Schedule 4.7(a). The assets listed on Schedule 4.7(a) either (i) are not material to or primarily related to the conduct of the Business or (ii) will be provided to Buyer pursuant to the Transition Services Agreement.
Title to and Condition of Tangible Assets. Except as disclosed in Section 4.7 of the Disclosure Schedule, the Company or one of the Subsidiaries has good and marketable title to or a valid leasehold interest in the assets reflected in the Financial Statements and, without duplication, all Owned Real Property and all Leased Real Property and used regularly in, and necessary for, the conduct of the business as currently conducted (the “Assets”), free and clear of any Liens, except Permitted Liens. All of the Assets are in suitable condition to operate the business of the Company and its Subsidiaries as currently conducted, except for such conditions which would not result in Losses, individually or in the aggregate, in excess of $1,000,000. Except as disclosed in Section 4.7 of the Disclosure Schedule, the Company or one of its Subsidiaries owns or has a valid leasehold interest in all of the assets that are used in, or that the Company deems necessary for, the conduct of the business of the Company and its Subsidiaries.
Title to and Condition of Tangible Assets
