Title to Assets; Inventories Sample Clauses

Title to Assets; Inventories. (a) Except for Liens (i) for any current taxes or assessments not yet delinquent or (ii) created by statute of carriers, warehousemen, mechanics, laborers and materialmen incurred in the ordinary course of business for sums not yet due, Peeper's has good and marketable title, free and clear of all Liens, to all of its assets and personal property. (b) All inventories reflected on Schedule 3.11 are, and all inventories owned by Peeper's as of the Closing Time shall be (i) valued at the lower of cost or market value on a first-in, first-out basis in accordance with GAAP and (ii) current and readily merchantable, containing no material amount of obsolete or damaged goods which have not been written down or reserved in conformity with GAAP. No inventory is held on consignment by Peeper's, as consignee or consignor. To Thralow's knowledge, all inventory included in Peeper's assets is free of any material defect or other deficiency.
Sample 1
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Title to Assets; Inventories. Except as set forth in Section 2.10 of the Disclosure Schedule, on March 30, 1999, the Company and each Company Subsidiary had and, except with respect to assets disposed of in the ordinary course of business since March 30, 1999, the Company and each Company Subsidiary now has, good and valid title to all the properties and assets owned by it and reflected on the Balance Sheet or which would have been reflected on the Balance Sheet if acquired prior to March 30, 1999, free and clear of all encumbrances of any nature except for (i) exceptions to title as set forth in Section 2.10 of the Disclosure Schedule; (ii) mortgages and encumbrances which secure indebtedness or obligations which are properly reflected on the Balance Sheet; (iii) liens for Taxes (as defined in Section 2.12) not yet payable or any Taxes being contested in good faith; (iv) liens arising as a matter of law in the ordinary course of business, provided that the obligations secured by such liens are not delinquent or are being contested in good faith; and (v) such minor imperfections of title and encumbrances, if any, as do not impair the ability of the Company to realize the practical benefits of ownership of such property. Except as set forth in Section 2.10 of the Disclosure Schedule, the Company and each Company Subsidiary owns, or has valid leasehold interests in, all tangible properties and assets used in the conduct of its business purported to be owned by it. The Company does not own any real property. (a) The assets currently owned or leased by the Company or any Company Subsidiary, or to which the Company or any Company Subsidiary is ordinarily given access in providing its services, are adequate and in satisfactory operating condition, subject to ordinary maintenance requirements from time to time, for the uses to which they are being put, and constitute all of the assets necessary for the continued conduct of the business of the Company and the Company Subsidiaries after the Closing Date in substantially the same manner as conducted prior to the Closing Date. (b) All inventories of the Company and the Company Subsidiaries are of good, usable and merchantable quality (subject to normal and customary allowances for spoilage, damage and outdated items in the case of food inventory) and, except as set forth in Section 2.10 of the Disclosure Schedule, do not include any obsolete or discontinued items. Except as set forth in Section 2.10 of the Disclosure Schedule, (i) all inventories...
Sample 1
Title to Assets; Inventories. (a) Except for Liens (i) for any current taxes or assessments not yet delinquent or (ii) created by statute of carriers, warehousemen, mechanics, laborers and materialmen incurred in the ordinary course of business for sums not yet due, the Company has good and marketable title, free and clear of all Liens, to all of its assets and personal property. (b) All inventories reflected on Schedule 3.11, are, and all inventories owned by the Company as of the Closing Time shall be (i) valued at the lower of cost or market value on a first-in, first-out basis in accordance with GAAP and (ii) current and readily merchantable, containing no material amount of obsolete or damaged goods which have not been written down or reserved in conformity with GAAP. No inventory is held on consignment by the Company, as consignee or consignor. To the Seller's knowledge, all inventory included in the Assets is free of any material defect or other deficiency.
Sample 1
Title to Assets; Inventories. (a) Except for Liens (i) for any current taxes or assessments not yet delinquent or (ii) created by statute of carriers, warehousemen, mechanics, laborers and materialmen incurred in the ordinary course of business for sums not yet due, SunSource has, and at the Closing Date will have, good and marketable title, free and clear of all Liens, to all of its assets and personal property. (b) All inventories reflected on Schedule 3.11 are, and all inventories owned by SunSource as of the Closing Time shall be, (i) valued at the lower of cost or market value on a first-in, first-out basis in accordance with GAAP and (ii) current and readily merchantable, containing no material amount of obsolete or damaged goods which have not been written down or reserved in conformity with GAAP. No inventory is held on consignment by SunSource, as consignee or consignor. To Xxxxxx'x knowledge, all inventory included in SunSource's assets is free of any material defect or other deficiency. (c) Neither Xxxxxx nor any affiliate of Xxxxxx (other than SunSource) owns, uses or has possession of any asset used or useable by SunSource in the conduct of its business. (d) Except as set forth on Schedule 3.11, by reason of the Merger and without any further action by any party hereto or any non-party, the Subsidiary will, upon the Closing, obtain all title to and right to use all multimedia, interactive computer programs or groups of programs designed to run on the world wide web protocol of the internet owned or operated by SunSource and/or Xxxxxx, including, without limitation, the web site currently accessible at url:xxxx://xxx.xxxxxxxxxxxx.xxx, the web site currently accessible at url:xxxx://xxx.xxxxx.xxx and the web site currently accessible at url:xxxx://xxx.xxxxxxxxxxx.xxx and all elements thereof (including, without limitation, all Content, information, hypertext links, source code, html code, object code contained thereon and all so-called "engines" and "templates" used therein, any and all rights therein and under any copyright, patent, trademark, trade secret or other laws affecting intellectual property, any associated computer programs or computer hardware, including any servers and server applications, and any proprietary information contained thereon) and any and all other web sites owned or operated by SunSource and/or Xxxxxx or any of its or his affiliates and/or subsidiaries. For purposes of this Section 3.11, the term "Content" shall include, but not necessarily be lim...
Sample 1

Related to Title to Assets; Inventories

  • Title to Assets; Real Property (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Group. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

  • Title to Assets; Liens Unless specifically licensed or leased to the Company, title to the assets of the Company, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Members, individually or collectively, shall have any ownership interest in such assets or any portion thereof or any right of partition. The Company shall be permitted to create, incur, assume or permit to exist Liens on any assets (including Equity Interests or other securities of any Person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof.

  • Title to Assets; Encumbrances Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.

  • Title to Assets The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

  • Real Property; Title to Assets (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or any of the Company Subsidiaries (collectively, the “Owned Real Property”). Except as would not have a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good and valid fee title to each Owned Real Property, in each case free and clear of all Liens and defects in title, except for Permitted Liens. Neither the Company nor its Subsidiaries has granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein. Neither the Company nor its Subsidiaries have leased or otherwise granted to any person the right to use or occupy any of the Owned Real Property or any portion thereof. (b) No member of the Company Group leases any real property, and no member of the Company Group is a party to any Contract to lease any real property or interest therein. (c) Except as would not have a Company Material Adverse Effect, (i) the Company Group has valid and subsisting ownership interests in all of the tangible personal property reflected in the Latest Balance Sheet as being owned by the Company Group or acquired after the date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, other than Permitted Liens, and (ii) such tangible personal property is in good operating condition and repair (normal wear and tear excepted) and is adequate and suitable for the operation of the business of the Company Group, as currently conducted.

  • Title to Assets; No Encumbrances Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

  • Title to Tangible Assets The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.

  • Good title to assets It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

  • Title to Purchased Assets Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.

  • Inventory To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

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