Common use of Title to Personal Properties Clause in Contracts

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. (a) The Buyer Seller Disclosure Schedule sets forth a complete and accurate list of all the personal properties and assets owned, leased or used by Buyer the Acquired Company or any of its Subsidiaries as of the date of this Agreement, with a fair market value as of September 30December 31, 2009, 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 Acquired Balance Sheet (other than inventory sold in the ordinary course of business since the date thereof), Buyer 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 (“Buyer Seller Leased Personal Property”), Buyer the Acquired Company 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 the Acquired Company and, to the Knowledge of BuyerSeller, the other party(ies) thereto. None of Buyerthe Acquired Company, any of its Subsidiaries or, to the Knowledge of BuyerSeller, any other party thereto is in breach of any of the terms of any such lease. (d) Other than Buyerthe Acquired Company, its Subsidiaries, holders of Permitted Liens (solely to the extent of such Permitted Liens) and lessors of Buyer Seller Leased Personal Property (solely to the extent of their interest in such Buyer Seller Leased Personal Property) ), no Person has any interest in any equipment or other tangible assets or properties used by Buyer 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. (a) The Buyer Disclosure Schedule 3.12 sets forth a true and complete and accurate list of all the personal properties and assets property Assets owned, leased or used by Buyer or any of its Subsidiaries each TLC Company as of the date of this Agreement, Closing Date with a fair market current book value as of September 30, 2009, in excess of $10,000, specifying whether and by whom each such property Asset is owned or leased and the owner of such property and, in the case of leased assetsAssets, indicating the parties to, execution dates of of, and annual payments under, the such lease. (b) With respect to personal properties and assets property Assets that are owned owned, including all properties and assets Assets reflected as owned on the Buyer Interim Balance Sheet Sheet, (other than inventory sold in the ordinary course of business since the date thereof), Buyer or one of its Subsidiaries the TLC Company owning such Assets has good and valid title to all of such properties and assetsAssets, free and clear of all Liens except for other than Permitted Liens. (c) With respect to personal properties and assets property Assets that are leased (“Buyer Leased Personal Property”)leased, Buyer or one of its Subsidiaries the TLC Company leasing such Asset has a valid leasehold interest in such Buyer Leased Personal Property leased Assets and all such leases are in full force and effect and constitute valid valid, binding and binding enforceable obligations of Buyer andthe 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 Knowledge availability of Buyer, the injunctive relief and other party(ies) theretoequitable remedies. None of Buyer, any of its Subsidiaries or, to the Knowledge of Buyer, No TLC Company or any other party thereto is in breach of any of the terms of any such lease. (d) Other than Buyer, its Subsidiariesa TLC Company, holders of Permitted Liens (solely to the extent of such Permitted Liens) and lessors of Buyer Leased Personal Property leased Assets (solely to the extent of their interest in such Buyer Leased Personal Property) leased Assets), no Person has any interest in any equipment or other tangible assets or properties Assets used by Buyer or any of its Subsidiariesin the Business.

Title to Personal Properties. (a) The Buyer Part 3.6 of the Disclosure Schedule Letter sets forth a complete and accurate list of all the personal properties and assets owned, owned or leased or used by Buyer or any of its Subsidiaries the Consolidated Acquired Companies as of the date of this Agreement, with a fair market value as of September 30, 2009, cost basis in excess of $10,000250,000. None of the Consolidated Acquired Companies uses any items of personal property having an aggregate initial cost in excess of $25,000 that is not owned, specifying whether such property is owned or leased and used pursuant to a written lease, by one or more of the owner of such property and, Consolidated Acquired Companies. Nothing in the case foregoing is intended to constitute a representation and warranty as to infringement or misappropriation of leased assets, indicating the parties to, execution dates of and annual payments under, the leasethird party Intellectual Property Rights. (b) With respect to personal properties and assets that are owned owned, including all properties and assets reflected as owned on the Buyer Interim Balance Sheet (other than inventory and other assets sold in accordance with the ordinary course terms of business this Agreement since the date thereof), Buyer or one of its Subsidiaries has the Consolidated Acquired Companies have good and valid title to all of such properties and assets, free and clear of all Liens Encumbrances except for Permitted LiensEncumbrances. (c) With respect to personal properties and assets that are leased (the “Buyer Leased Personal Property”), Buyer or one of its Subsidiaries has the Acquired Companies have a valid leasehold interest in such Buyer Leased Personal Property and all such leases are in full force and effect and and, to VECO’s Knowledge, constitute valid and binding obligations of Buyer and, to the Knowledge of Buyer, the other party(ies) thereto. None of Buyerthe Acquired Companies, any of its Subsidiaries or, or to the Knowledge of BuyerVECO’s Knowledge, any other party thereto thereto, is in breach of any of the terms of any such lease, except where any such violation would not be material to the Acquired Companies taken as a whole. (d) Other than Buyer, its Subsidiariesthe Acquired Companies, holders of Permitted Liens Encumbrances (solely to the extent of such Permitted LiensEncumbrances) 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 (other than Real Property) used by Buyer the Acquired Companies. Without limiting the foregoing, none of the Subsidiaries of VECO (other than the Acquired Companies) has any interest in any equipment or any other tangible assets or properties (other than Real Property) used in the businesses of its Subsidiariesthe Acquired Companies. Nothing in the foregoing is intended to constitute a representation and warranty as to infringement or misappropriation of third party Intellectual Property Rights.

Title to Personal Properties. (a) The Buyer Disclosure Other than as provided in Schedule sets forth a complete and accurate list of 3.12(a), all the buildings, plants, machinery, leasehold improvements, structures, facilities, equipment, vehicles and other personal properties and assets owned, leased or used (“Personal Properties”) owned by Buyer or any of its Subsidiaries each Acquired Company 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 Acquired Interim Balance Sheet (other than inventory any sold in the ordinary course of business since the date thereofthereof or comprising part of the Restructured Legacy Businesses or the Excluded HemcoNic Assets (“Owned Personal Property”), Buyer or one of its Subsidiaries has are owned by an Acquired Company with good and valid title to all of such properties and assets, free and clear of all Liens except for Permitted Liens. (cb) With respect to personal properties and assets Personal Properties that are leased other than those comprising part of the Restructured Legacy Businesses or the Excluded HemcoNic Assets (“Buyer Leased Personal Property”), Buyer or one of its Subsidiaries an Acquired Company 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, Neither any of its Subsidiaries or, to the Knowledge of Buyer, Acquired Company nor any other party thereto is in breach in any material respect of any of the terms of any such lease. (dc) Other than Buyer, its Subsidiariesthe Acquired Companies, 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 Personal Properties used by Buyer or any Acquired Company. Without limiting the foregoing, neither any Seller nor any of its SubsidiariesAffiliates has any interest in any Personal Properties used in the businesses of any Acquired Company. (d) The Owned Personal Property and Leased Personal Property are all the Personal Property required by the Acquired Companies for the operation of their business, including without limitation the operation of the Bonanza mine and the Hemco and Vesmisa xxxxx, and are structurally sound, in good operating condition and repair (subject to normal wear and tear given the use and age of such assets), and usable in the ordinary course of business and, to the Knowledge of Sellers, conform to all Laws and Authorizations relating to their construction, use and operation.

Title to Personal Properties. (a) The Buyer Disclosure Schedule 5.12 sets forth a true and complete and accurate list of all the personal properties property, and assets owned, leased or used by Buyer or any of its Subsidiaries Seller, INXL and INXH as of the date of this Agreement, Closing Date with a fair market current book value as of September 30, 2009, in excess of $10,00025,000, specifying whether and by whom each such property asset is owned or leased and the owner of such property and, in the case of leased assets, indicating the parties to, execution dates of of, and annual payments under, the such lease. (b) With respect to personal properties property Assets, INXL Assets and assets of INXH that are owned 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 Seller, INXL and INXH have good and valid title to all such Assets,INXL Assets and assets of such properties and assetsINXH, free and clear of all Liens except for other than Permitted Liens. (c) With respect to personal properties and property assets that are leased (“Buyer Leased Personal Property”)leased, Buyer to Seller’s or one of its Subsidiaries LD’s Knowledge or Representing Party’s knowledge, the Seller, INXL and INXH has a valid leasehold interest in such Buyer Leased Personal Property leased assets and all such leases are in full force and effect and constitute valid valid, binding and binding enforceable obligations of Buyer andthe 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 Knowledge availability of Buyer, injunctive relief and other equitable remedies. Noner of the other party(ies) thereto. None of Buyer, any of its Subsidiaries or, to the Knowledge of Buyer, any other party thereto Seller,INXL nor INXH is in breach of any of the terms of any such leaselease except as otherwise would not have a Material Adverse Effect on Seller, INXL or INXH. (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 leased assets(solely to the extent of their interest in such Buyer Leased Personal Property) leased assets), no Person has any interest in any equipment or other tangible Assets, INXL Assets or assets or properties of INXH used by Buyer or any of its Subsidiariesin the Business.

Title to Personal Properties. (a) The Buyer Sellers Disclosure Schedule sets forth a true and complete and accurate list of all the personal properties and assets owned, leased or used by Buyer or any of its Subsidiaries the Acquired Companies as of the date of this Agreement, Agreement with a fair market current book value as of September 30, 2009, in excess of $10,00015,000, specifying whether and by whom each such property asset 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 such 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 the Acquired Companies have good and valid title to all of such properties and assets, free and clear of all Liens except for other than Permitted Liens. (c) With respect to personal properties and assets that are leased by any of the Acquired Companies (“Buyer Leased Personal Property”), Buyer or one of its Subsidiaries such Acquired Company 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 andthe 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 Knowledge availability of Buyer, the injunctive relief and other party(ies) theretoequitable remedies. None of Buyer, any of its Subsidiaries or, to the Knowledge of Buyer, Acquired Companies or any other party thereto is in breach of any of the terms of any such lease. (d) Other than Buyer, its Subsidiariesthe Acquired Companies, 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 in the businesses of the Acquired Companies. Without limiting the foregoing, no Seller nor any of its Subsidiariestheir respective Affiliates (other than the Acquired Companies) has any interest in any equipment or other tangible assets or properties used in the businesses of the Acquired Companies.

Title to Personal Properties. (a) The Buyer Sellers Disclosure Schedule sets forth a true and complete and accurate list of all the personal properties and assets owned, leased or used by Buyer or any of its Subsidiaries the Target Companies as of the date of this Agreement, Closing Date with a fair market current book value as of September 30, 2009, in excess of $10,000, specifying whether and by whom each such property asset 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 such 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 the Target Companies have good and valid title to all of such properties and assets, free and clear of all Liens except for other than Permitted Liens. (c) With respect to personal properties and assets that are leased by any of the Target Companies (“Buyer Leased Personal Property”), Buyer or one of its Subsidiaries such Target Company has a valid leasehold interest in such Buyer Leased Personal Property and all such leases are in full force and effect and constitute valid valid, binding and binding enforceable obligations of Buyer andthe 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 Knowledge availability of Buyer, the injunctive relief and other party(ies) theretoequitable remedies. None of Buyer, any of its Subsidiaries or, to the Knowledge of Buyer, Target Companies or any other party thereto is in breach of any of the terms of any such lease. (d) Other than Buyer, its Subsidiariesthe Target Companies, 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 in the businesses of the Target Companies. Without limiting the foregoing, no Seller nor any of its Subsidiariestheir 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.