Title to Personal Properties. (a) The Buyer Disclosure Schedule sets forth a complete and accurate list of all the personal properties and assets owned, leased or used by Buyer or any of its Subsidiaries as of the date of this Agreement, with a fair market value as of September 30, 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 Buyer Interim Balance Sheet (other than inventory sold in the ordinary course of business since the date thereof), Buyer 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 (“Buyer Leased Personal Property”), Buyer or one of its Subsidiaries has a valid leasehold interest in such Buyer Leased Personal Property and all such leases are in full force and effect and constitute valid and binding obligations of Buyer and, to the Knowledge of Buyer, the other party(ies) thereto. None of Buyer, any of its Subsidiaries or, to the Knowledge of Buyer, any other party thereto is in breach of any of the terms of any such lease
(d) Other than Buyer, its Subsidiaries, holders of Permitted Liens (solely to the extent of such Permitted Liens) and lessors of Buyer Leased Personal Property (solely to the extent of their interest in such Buyer Leased Personal Property) no Person has any interest in any equipment or other tangible assets or properties used by Buyer or any of 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 Seller Disclosure Schedule sets forth a complete and accurate list of all personal properties and assets of Seller as of the date of this Agreement (“Personal Property”), in each case with a current fair market value in excess of $500, 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 Seller purports to own including all Personal Property reflected as owned on the Balance Sheet (other than inventory sold in the ordinary course of the Business since the date thereof), Seller has good and transferable 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 and constitute valid and binding obligations of the other party(ies) thereto, and neither Seller nor, to Seller’s Knowledge, any other party thereto, is in breach of any of the terms of any such lease.
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. (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. Except as set forth on Schedule 4.11, the Group Companies have good and valid title to all properties and assets purported to be owned by them, or have a valid leasehold interests or right to use all of their properties or assets purported to be leased or licensed by them free and clear of all Liens, except for Permitted Liens. Such properties and assets are sufficient for the Group Companies to conduct their business (subject to the renewal of licenses and/or leases), and represent all of the properties and assets used by the Group Companies in the conduct of their business, as presently conducted.
Title to Personal Properties. Except as set forth on Schedule 3.10(a), the Company 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. Except as set forth on Schedule 3.10(b), the Company owns or has the exclusive right to use all of the tangible personal properties and assets necessary for the conduct of its business as currently conducted. All of the tangible personal property used in the business of the Company 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. 13 2.1 Condition of Tangible Assets. 14
