Title to Personal Properties. (a) The Seller Disclosure Schedule sets forth a complete and accurate list of all the personal properties and assets owned, leased or used by the Acquired Company or any of its Subsidiaries as of the date of this Agreement, with a fair market value as of December 31, 2009 in excess of $10,000, specifying whether such property is owned or leased and the owner of such property and, in the case of leased assets, indicating the parties to, execution dates of and annual payments under, the lease.
(b) With respect to personal properties and assets that are owned including all properties and assets reflected as owned on the Acquired Balance Sheet (other than inventory sold in the ordinary course of business since the date thereof), the Acquired Company or one of its Subsidiaries has good and valid title to all of such properties and assets, free and clear of all Liens except for Permitted Liens.
(c) With respect to personal properties and assets that are leased (“Seller Leased Personal Property”), the Acquired Company or one of its Subsidiaries has a valid leasehold interest in such Leased Personal Property and all such leases are in full force and effect and constitute valid and binding obligations of the Acquired Company and, to the Knowledge of Seller, the other party(ies) thereto. None of the Acquired Company, any of its Subsidiaries or, to the Knowledge of Seller, any other party thereto is in breach of any of the terms of any such lease.
(d) Other than the Acquired Company, its Subsidiaries, holders of Permitted Liens (solely to the extent of such Permitted Liens) and lessors of Seller Leased Personal Property (solely to the extent of their interest in such Seller Leased Personal Property), no Person has any interest in any equipment or other tangible assets or properties used by the Acquired Company or any of its Subsidiaries. Without limiting the foregoing, neither Seller nor any of its Subsidiaries (other than the Acquired Company and its Subsidiaries) has any interest in any equipment or other tangible assets or properties used in the businesses of the Acquired Company and its Subsidiaries.
Title to Personal Properties. The Company has good and marketable title to, or a valid and effective right to use, all of their respective personal properties, including all personal properties reflected on the Latest Balance Sheet or acquired since the date of the Latest Balance Sheet (except property disposed of subsequent to that date in the Ordinary Course of Business and except other immaterial items). Such assets and properties are not subject to any mortgage, pledge, lien, claim, encumbrance, charge, security interest or title retention or other security arrangement except for liens for the payment of federal, state and other taxes, the payment of which is neither delinquent nor subject to penalties, and except for other liens and encumbrances incidental to the conduct of the business of the Company and its Subsidiaries or the ownership of their assets or properties which were not incurred in connection with the borrowing of money or the obtaining of advances and which do not in the aggregate materially detract from the value of the assets or properties of the Company or materially impair the use thereof in the operation of the Business. All leases pursuant to which the Company leases any substantial amount of personal property are valid and effective in accordance with their respective terms.
Title to Personal Properties. 6 (f) Events Subsequent to June 30, 1999........................... 6 (g) Compliance with Law and Other Related Regulations............ 7 (h) Intellectual Property........................................ 8 (i)
Title to Personal Properties. (a) With respect to material personal properties and assets that are owned by the Company (“Owned Personal Property”), including all such properties and assets reflected as owned on the Most Recent Financial Statements (other than inventory sold in the ordinary course of business since the date thereof), the Company has good and valid title to all of such properties and assets, free and clear of all Liens other than Permitted Liens.
(b) With respect to material personal properties and assets that are leased by the Company (“Leased Personal Property”), the Company has a valid leasehold interest in such Leased Personal Property and all such leases are in full force and effect. Neither the Company, nor to the knowledge of Seller, any other party thereto is in breach or default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute a material breach or default or permit termination, modification or acceleration, under any such lease.
(c) Neither Seller nor any of its affiliates (other than the Company) has any interest in any equipment or other tangible assets or properties used in the businesses of the Company.
Title to Personal Properties. (a) The Sellers Disclosure Schedule sets forth a true and complete list of all the personal properties and assets owned, leased or used by any of the Target Companies as of the Closing Date with a current book value in excess of $10,000, specifying whether and by whom each such asset is owned or leased and, in the case of leased assets, indicating the parties to, execution dates of and annual payments under, such lease.
(b) With respect to personal properties and assets that are owned including all properties and assets reflected as owned on the Interim Balance Sheet (other than inventory sold in the ordinary course of business since the date thereof), the Target Companies have good and valid title to all of such properties and assets, free and clear of all Liens other than Permitted Liens.
(c) With respect to personal properties and assets that are leased by any of the Target Companies (“Leased Personal Property”), such Target Company has a valid leasehold interest in such Leased Personal Property and all such leases are in full force and effect and constitute valid, binding and enforceable obligations of the parties thereto, except as may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, and (ii) the availability of injunctive relief and other equitable remedies. None of the Target Companies or any other party thereto is in breach of any of the terms of any such lease.
(d) Other than the Target Companies, holders of Permitted Liens (solely to the extent of such Permitted Liens) and lessors of Leased Personal Property (solely to the extent of their interest in such Leased Personal Property), no Person has any interest in any equipment or other tangible assets or properties used in the businesses of the Target Companies. Without limiting the foregoing, no Seller nor any of their respective Affiliates (other than the Target Companies) has any interest in any equipment or other tangible assets or properties used in the businesses of the Target Companies.
Title to Personal Properties. Except as set forth on Schedule 3.9, Optiant or one of its Subsidiaries has good title to or, in the case of leased assets, a valid leasehold interest in, free and clear of all Liens, except for Permitted Liens, all of the tangible and intangible personal property and assets reflected in the Balance Sheet or thereafter acquired, except for properties and assets disposed of in the Ordinary Course of Business, consistent with past practice, since the date of the Balance Sheet. Optiant and its Subsidiaries own or have the exclusive right to use all of the tangible personal properties and assets necessary for the conduct of their business as currently conducted. All of the tangible personal property used in the business of Optiant and its Subsidiaries is in good operating condition and repair, ordinary wear and tear excepted, and is adequate and suitable for the purposes for which it is presently being used.
Title to Personal Properties. (a) The Company Disclosure Schedule sets forth a complete and accurate list of all the personal properties and assets owned, leased or used by the Company or any of its Subsidiaries or otherwise used in the businesses of the Company and its Subsidiaries as of the date of this Agreement, with a current fair market value in excess of $25,000, specifying whether and by whom each such asset is owned or leased and, in the case of leased assets, indicating the parties to, execution dates of and annual payments under, the lease. The Companies or its Subsidiaries has good and marketable title to the properties owned by it, free and clear of all Liens other than Permitted Liens. "Permitted Liens" means (i) Liens for current personal property taxes; (ii) liens that are immaterial in character and amount and which do not interfere with the use of such property.
Title to Personal Properties. (a) The Seller Disclosure Schedule sets forth a complete and accurate list of all personal properties and assets that are included in the Purchased Assets (“Personal Property”) with a current fair market value in excess of $30,000, specifying whether such Personal Property is owned or leased and, in the case of leased assets, indicating the parties to, execution dates of and annual payments under, the lease.
(b) With respect to Personal Property that it purports to own (other than Inventory sold in the Ordinary Course of Business since the date thereof), Seller has good and marketable title to all such Personal Property, free and clear of all Liens except for Permitted Liens.
(c) All leases under which Personal Property is leased are in full force and effect in accordance with its terms, and Seller is not, to Seller’s Knowledge, is in breach of any of the terms of any such lease.
Title to Personal Properties. 45 5.11 Condition of Tangible Assets.........................................45
Title to Personal Properties. Schedule 2.9 sets forth a list of each item of tangible personal property owned or leased by Seller and used in the conduct of the Business (other than Inventory) or in which Seller has any interest including, without limitation, production and processing equipment, warehouse equipment, computer hardware, furniture and fixtures, tooling, transportation equipment, leasehold improvements, supplies and other tangible assets, together with any transferable manufacturer or vendor warranties related thereto, in each case, for which the purchase price exceeded $15,000 or the current annual lease payment exceeds $15,000, as applicable (the “Tangible Personal Property”). Seller owns good and marketable title to, or holds a valid leasehold interest in, all of the Tangible Personal Property, free and clear of all Liens, except for Permitted Liens and Liens that will be terminated at or prior to the Closing. Each such item of Tangible Personal Property is, taken as a whole, in operable condition and repair and is adequate for continued use in materially the manner in which it is presently used, subject to normal wear and tear, ongoing repairs or refurbishments in the ordinary course and obsolescence in the ordinary course.