TITLE TO PERSONAL PROPERTY AND CONDITION OF ASSETS Sample Clauses

TITLE TO PERSONAL PROPERTY AND CONDITION OF ASSETS. 1. Except as set forth on Schedule 4.A attached hereto, the Companies have (i) good and valid title to all of the tangible personal property and assets which are used in the operation of their business and which the Companies own or purport to own, and (ii) valid leasehold interests in all leases of tangible personal property which are used in the operation of their business and which the Companies lease or purport to lease, in each case free and clear of any Liens, other than Permitted Liens. Except as set forth on Schedule 4.A, all equipment of the Companies and, to the knowledge of Seller, the Companies' plant structure is in good operating condition and repair, (in all material respects as to the plant structure) subject to normal wear and tear and the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar equipment of like age and assembly. 2. The Companies do not own and have never owned in fee any real property. The Companies enjoy peaceful and undisturbed possession under all leases of personal property under which they are operating. Except as set forth on Schedule 4.A, there are no existing defaults, or events which with the passage of time or the giving of notice, or both, would constitute defaults by the Companies or, to the knowledge of the Seller, by any other party to any such lease. 3. Except for leasehold interests and other leased properties specifically identified on Schedule 4.A hereto, and customer owned assets used in the ordinary course of business and except for the Purchased Assets, there are no assets owned by any third party which are used by the Companies. 4. As used herein, the term "Lien" means any mortgage, pledge, hypothecation, lien, security interest, financing statement, charge or other similar encumbrance. The term "Permitted Liens" means (a) Liens for taxes not yet due and payable or being contested in good faith by appropriate proceedings and as to which adequate reserves have been established on the Companies' books and records, (b) easements, covenants, conditions and restrictions of record, as to which no material violation or encroachment exists or, if such violation or encroachment exists, as to which the cure of such violation or encroachment would not materially interfere with the conduct of the Companies' business, (c) workers or unemployment compensation Liens arising in the ordinary course of business, and (d) mechanic's, materialman's, supplier's, ven...
Sample 1
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TITLE TO PERSONAL PROPERTY AND CONDITION OF ASSETS. (a) The Interim Balance Sheet of the Company reflects all the real and personal properties presently owned by the Company and used in its business, except for (a) assets acquired or disposed of by the Company in the ordinary course of its business since the date of the Interim Balance Sheet, (b) properties that have been fully depreciated or the cost of which has been expensed by the Company and (c) properties leased by the Company. Except as disclosed on Schedule 4.11 hereto, the Company has good and marketable title to all of its properties, including, without limitation, all properties and assets that are reflected in the Interim Balance Sheet (except properties and assets sold or otherwise disposed of in the ordinary course of business subsequent to the dates of the Interim Balance Sheet), free and clear of all Liens, except liens of current state and local property Taxes not yet due and payable. Except as disclosed on Schedule 4.11 hereto, all properties and assets of the Company are in the possession and control of the Company. To the best knowledge of the Company and Seller, all properties and assets owned, used or occupied by the Company have been used and maintained in a manner consistent with industry practices. To the best knowledge of the Company and Seller, the Company is not in violation of any applicable zoning regulation, ordinance or other Law, order, regulation, restriction or requirement relating to its operations or properties, whether such properties are owned or leased. (b) To the best knowledge of the Company and Seller, the Company enjoys peaceful and undisturbed possession under all leases of personal property under which it operates. There are no existing material defaults, or events that with the passage of time or the giving of notice, or both, would constitute material defaults under any such lease by the Company or, to the best knowledge of the Company and Seller, by any other party to any such lease. (c) Except for leasehold interests and other leased properties and the personal property identified on Schedule 4.11 hereto, and except for assets owned by Shareholder that are not material, either individually or in the aggregate, to the business or financial condition of the Company, there are no assets owned by any third party that are used in the operations of the business of the Company. (d) Without limiting Purchaser's rights under this Agreement, and after taking into account Seller's and Shareholder's disclosures in, and ...
Sample 1
TITLE TO PERSONAL PROPERTY AND CONDITION OF ASSETS. As of the Prior Acquisition Date, Arca had, and as of the Closing Date, Arca has, good and valid title to all personal property, as reflected on the December 31, 1997 Financial Statements and the August Financial Statements, respectively (other than non-material property and inventory disposed of in the ordinary course of business consistent with past practices to Persons who are not Affiliates of Arca (as defined in the Merger Agreement) and other than changes in Arca's cash balances) and to each item of personal property acquired since December 31, 1997, including, but not limited to, the Assets (as defined in the Asset Purchase Agreement dated as of the date hereof among Exodus, Sub, CyberGuard and Arca (the "ASSET PURCHASE AGREEMENT")), free and clear of any security interests, liens, claims, charges or encumbrances whatsoever, except for liens for Taxes not yet due and payable, statutory non-material mechanics and materialmen's liens and except as set forth in Schedule 4.10 to the Merger Agreement, with respect to the Prior Acquisition Date, and such Schedule 4.10 together with Schedule 1 hereto with respect to the Closing Date. Schedule 4.10 to the Merger Agreement contains a true and complete list of each item of tangible personal property owned by Arca as of the Prior Acquisition Date having a value in excess of $5,000. Schedule 1 hereto contains a true and complete list of each item of tangible personal property owned by Arca as of the Closing Date having a value in excess of $5,000. All equipment, machinery, fixtures and other personal property then owned or utilized by Arca were as of the Prior Acquisition Date in good operating condition taken as a whole and in a good state of maintenance and repair, ordinary wear and tear excepted, and were as of the Prior Acquisition Date adequate for the conduct of its business as then conducted. All equipment, machinery, fixtures and other personal property owned or utilized by Arca as of the Closing Date are in good operating condition taken as a whole and in good state of maintenance and repair, ordinary wear and tear excepted, and are as of the Closing Date adequate for the conduct of its business as now conducted. Except for the leasehold interests and other leased properties specifically identified in either Schedule 4.10 or 4.11 to the Merger Agreement, with respect to the Prior Acquisition Date, and such Schedules 4.10 or 4.11 together with Schedule 1 hereto with respect to the Closing Date, and soft...
Sample 1
TITLE TO PERSONAL PROPERTY AND CONDITION OF ASSETS. Except as set -------------------------------------------------- forth on Schedule 3.15, AMI is the legal and beneficial owner of each item of ------------- personal property, tangible and intangible, as reflected on the September 30, 1997 Prime Financial Statements and to each item of personal property, tangible and intangible, acquired by or on behalf of AMI since September 30, 1997 (other than non-material property disposed of in the ordinary course of business consistent with past practice since September 30, 1997 to persons who are not affiliates of Prime, the General Partner or AMI), free and clear of any Liens, except as set forth on the September 30, 1997 Prime Financial Statements or in Schedule 3.15 hereto (all such personal property being ------------- hereinafter referred to as the "Personal Property"). Except as set forth on Schedule 3.15, all equipment, machinery, fixtures and other Personal ------------- Property owned or utilized by AMI are in good operating condition and in a good state of maintenance and repair and are adequate for the conduct of their respective businesses. Except for leasehold interests and other leased properties, and properties used under license or franchise agreements, specifically identified in either Schedule 3.15 or 3.16 hereto, there are no ------------- ---- assets owned by any third party (including Prime and the General Partner) which are used in the operations or the business of AMI, as presently conducted or proposed to be conducted.
Sample 1
TITLE TO PERSONAL PROPERTY AND CONDITION OF ASSETS. Servico and the Servico Subsidiaries have good title to each item of personal (movable) property, tangible and intangible, to the extent reflected on the Servico Financial Statements and to each material item of material personal (movable) property, tangible and intangible, acquired since December 31, 1996 (other than property disposed of in the ordinary course of business consistent with past practice since December 31, 1996), free and clear of any liens or other encumbrances, except as set forth on the Servico Financial Statements or in SCHEDULE 3.13 hereto and except for liens arising by operation of law in favor of carriers, warehousemen, repairmen or landlords or other like liens which arise in the ordinary course of business for amounts which are not due and payable (all such personal property being hereinafter referred to as the "Servico Personal Property"). All equipment, machinery, fixtures and other Servico Personal Property owned or utilized by Servico or any Servico Subsidiary are in an operating condition and a state of maintenance and repair adequate for the conduct of their respective businesses.
Sample 1
TITLE TO PERSONAL PROPERTY AND CONDITION OF ASSETS. Impac and the Impac Subsidiaries have good title to each item of personal (movable) property, tangible and intangible, to the extent reflected on the September 30, 1997 Impac Financial Statements and to each item of material personal (movable) property, tangible and intangible, acquired since September 30, 1997 (other than non-material property disposed of in the ordinary course of business consistent with past practice since September 30, 1997 to persons who are not Managers or Members or other affiliates of Impac), free and clear of any liens or other encumbrances, except as set forth on the September 30, 1997 Impac Financial Statements or in SCHEDULE 4.16 hereto and except for liens arising by operation of law in favor of carriers, warehousemen, repairmen or landlords or other like liens which arise in the ordinary course of business for amounts which are not due and payable (all such personal property being hereinafter referred to as the "Personal Property"). All equipment, machinery, fixtures and other Personal Property owned or utilized by Impac or any Impac Subsidiary are in an operating condition and in a state of maintenance and repair adequate for the conduct of their respective businesses. Except for leasehold interests and other leased properties specifically identified in either SCHEDULE 4.16 or 4.17 hereto, and except for equipment leases or other personal property leases with annual lease payments of less than $20,000 or which are terminable by Impac or any Impac Subsidiary without penalty or payment of any additional consideration upon less than 90 days notice, there are no assets owned by any third party which are used in the operations or the business of Impac or any Impac Subsidiary, as presently conducted or proposed to be conducted.
Sample 1
TITLE TO PERSONAL PROPERTY AND CONDITION OF ASSETS. 3.12.1 Except for Inventory disposed of in the ordinary course of business consistent with past practice since the date of the Most Recent Purchaser Balance Sheet, (a) the Purchaser has good and valid title to all of the tangible personal property and assets which are used in the operation of its business and which it owns or purports to own, and (b) valid leasehold interests in all leases of tangible personal property which it leases or purports to lease, free and clear of any Liens, other than Liens or imperfections of title that (i) relate to immaterial properties or assets or otherwise would not, individually or in the aggregate, have a Material Adverse Effect, or (ii) are disclosed on Schedule 3.12 hereto. Substantially all of the tangible personal property and assets of the Purchaser are in good operating condition and repair, normal wear and tear excepted. 3.12.2 The Purchaser enjoys peaceful and undisturbed possession under all of the leases of personal property under which it is operating. All of the leases are valid, subsisting and in full force and effect and there are no existing defaults, or events which with the passage of time or the giving of notice, or both, would constitute defaults by the Purchaser or, to the Knowledge of the Purchaser, by any other party thereto, except for defaults, if any, which would not, individually or in the aggregate, have a Material Adverse Effect.
Sample 1
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TITLE TO PERSONAL PROPERTY AND CONDITION OF ASSETS. 4.9.1 Except for Inventory disposed of in the ordinary course of business consistent with past practice since the date of the Most Recent Balance Sheet and Distribution, (a) each of the Company and the Subsidiaries has good and valid title to all of the tangible personal property and assets which are used in the operation of its business and which it owns or purports to own, and (b) valid leasehold interests in all leases of tangible personal property which it leases or purports to lease, free and clear of any Liens, other than Liens or imperfections of title that (i) relate to immaterial properties or assets or otherwise would not, individually or in the aggregate, have a Material Adverse Effect, or (ii) are disclosed on Schedule 4.9 hereto. Substantially all of the tangible personal property and assets of the Company and the Subsidiaries are in good operating condition and repair, normal wear and tear excepted. 4.9.2 Each of the Company and the Subsidiaries enjoys peaceful and undisturbed possession under all of the leases of personal property under which it is operating. All of the leases are valid, subsisting and in full force and effect and there are no existing defaults, or events which with the passage of time or the giving of notice, or both, would constitute defaults by any of the Company and the Subsidiaries or, to the Knowledge of the Company, by any other party thereto, except for defaults, if any, which would not, individually or in the aggregate, have a Material Adverse Effect.
Sample 1
TITLE TO PERSONAL PROPERTY AND CONDITION OF ASSETS. ARCA has good and valid title to all personal property, as reflected on the December 31, 1997 Financial Statements (other than non-material property and inventory disposed of in the ordinary course of business consistent with past practices to Persons who are not Affiliates of ARCA and other than changes in ARCA's cash balances) and to each item of personal property acquired since December 31, 1997, free and clear of any security interests, liens, claims, charges or encumbrances whatsoever, except for liens for Taxes not yet due and payable, statutory non-material mechanics and materialmen's liens and except as set forth in SCHEDULE 4.10 hereto. SCHEDULE 4.10 hereto contains a true and complete list of each item of tangible personal property presently owned by ARCA having a value in excess of $5,000. All equipment, machinery, fixtures and other personal property owned or utilized by ARCA are in good operating condition taken as a whole and in a good state of maintenance and repair, ordinary wear and tear excepted, and are adequate for the conduct of their business as previously conducted. Except for the leasehold interests and other leased properties specifically identified in either SCHEDULE 4.10 OR 4.11 hereto and software or other intellectual property subject to a license in favor of ARCA, there are no assets owned by any third party which are used by ARCA in the operations of its business as presently conducted or proposed to be conducted.
Sample 1

Related to TITLE TO PERSONAL PROPERTY AND CONDITION OF ASSETS

  • Title to Personal Property Each of the Company and its subsidiaries has good and marketable title to, or have valid and marketable rights to lease or otherwise use, all items of personal property owned or leased (as applicable) by them, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

  • Title to and Condition of Assets The Company or one of its Subsidiaries has good and valid title to or a valid leasehold interest in all of its material tangible assets, including all of the material tangible assets reflected on the Balance Sheet or acquired in the ordinary course of business consistent with past practice since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”).

  • Damage to Personal Property The Employer will provide reimbursement for reasonable repair or replacement of damages incurred to the employee's eyeglasses, contact lenses or other prosthesis, ripped uniforms, or personal clothing, as a result of being assaulted while performing his/her work. The employee must report the incident by the end of their shift. The employee will present her or his receipt to the Employer within seven (7) days after the event, unless it was impossible for her or him to do so during this period. The Employer will reimburse up to a maximum of one hundred dollars ($100) per incident except for eyeglasses, which shall have a maximum reimbursement of three hundred dollars ($300).

  • Leased Personal Property Other than Personal Property owned by the Company or the Company Subsidiary, the Company or the Company Subsidiary has good and valid leasehold title to all of the tangible personal property Assets used by the Company or the Company Subsidiary, free and clear of any and all Encumbrances other than Permitted Encumbrances which would not permit the termination of the lease therefor by the lessor. Disclosure Schedule 3.9(c) sets forth all Leases for personal property. With respect to each Lease listed on Disclosure Schedule 3.9(c), (i) there has been no breach or default under such Lease by the Company, the Company Subsidiary or by any other party, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause (with or without notice and with or without the passage of time) a default under any such Lease, (iii) such Lease is a valid and binding obligation of the applicable lessor, is in full force and effect and is enforceable by the Company or the Company Subsidiary in accordance with its terms, (iv) no action has been taken by the Company or the Company Subsidiary and no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than by the Company or the Company Subsidiary without the consent of the Company or the Company Subsidiary, (v) no party has repudiated any term thereof or threatened to terminate, cancel or not renew any such Lease, and (vi) neither the Company nor the Company Subsidiary has assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in any leased property subject thereto (or any portion thereof).

  • Property Inventory and Protection of Assets Grantee will; 1. maintain an inventory of equipment, supplies defined as controlled assets, and property described in this Contract and submit to the assigned contract manager, upon request. 2. maintain, repair, and protect assets under this Contract to assure their full availability and usefulness. 3. if Grantee is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, use the proceeds to repair or replace those assets.

  • Tangible Personal Property (a) The Contractor on its behalf and on behalf of its Affiliates, as defined below, shall comply with the provisions of Conn. Gen. Stat. §12-411b, as follows: (1) For the term of the Contract, the Contractor and its Affiliates shall collect and remit to the State of Connecticut, Department of Revenue Services, any Connecticut use tax due under the provisions of Chapter 219 of the Connecticut General Statutes for items of tangible personal property sold by the Contractor or by any of its Affiliates in the same manner as if the Contractor and such Affiliates were engaged in the business of selling tangible personal property for use in Connecticut and had sufficient nexus under the provisions of Chapter 219 to be required to collect Connecticut use tax; (2) A customer’s payment of a use tax to the Contractor or its Affiliates relieves the customer of liability for the use tax; (3) The Contractor and its Affiliates shall remit all use taxes they collect from customers on or before the due date specified in the Contract, which may not be later than the last day of the month next succeeding the end of a calendar quarter or other tax collection period during which the tax was collected; (4) The Contractor and its Affiliates are not liable for use tax billed by them but not paid to them by a customer; and (5) Any Contractor or Affiliate who fails to remit use taxes collected on behalf of its customers by the due date specified in the Contract shall be subject to the interest and penalties provided for persons required to collect sales tax under chapter 219 of the general statutes. (b) For purposes of this section of the Contract, the word “Affiliate” means any person, as defined in section 12-1 of the general statutes, that controls, is controlled by, or is under common control with another person. A person controls another person if the person owns, directly or indirectly, more than ten per cent of the voting securities of the other person. The word “voting security” means a security that confers upon the holder the right to vote for the election of members of the board of directors or similar governing body of the business, or that is convertible into, or entitles the holder to receive, upon its exercise, a security that confers such a right to vote. “Voting security” includes a general partnership interest. (c) The Contractor represents and warrants that each of its Affiliates has vested in the Contractor plenary authority to so bind the Affiliates in any agreement with the State of Connecticut. The Contractor on its own behalf and on behalf of its Affiliates shall also provide, no later than 30 days after receiving a request by the State’s contracting authority, such information as the State may require to ensure, in the State’s sole determination, compliance with the provisions of Chapter 219 of the Connecticut General Statutes, including, but not limited to, §12-411b.

  • Personal Property In addition to the real property described in Section II, the Seller shall include the following personal property:

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • Intangible Personal Property (a) The Disclosure Schedule contains a true and complete list of all material trademarks, service marks, trade names (including the name "OmniAmerica" and all derivations thereof used by OmniAmericaSub), patents, copyrights and applications for the foregoing owned by OmniAmericaSub (collectively, the "OmniAmericaSub Intellectual Property"), all material licenses to which OmniAmericaSub is a licensor or licensee, and all non-competition covenants of OmniAmericaSub. OmniAmericaSub is the sole and exclusive owner of the OmniAmericaSub Intellectual Property indicated on the Disclosure Schedule to be owned by it free and clear of all Liens, except Permitted Liens, if any, and has the right to use the OmniAmericaSub Intellectual Property, having not granted or entered into any agreement, covenant, license or sublicense with respect thereto. (b) No written claims or demands have been asserted against any of the OmniSubsidiaries with respect to any of the OmniAmericaSub Intellectual Property, and no Proceedings have been instituted, are pending or, to the Knowledge of OmniAmerica Management, threatened against OmniAmericaSub which challenge the rights of OmniAmericaSub with respect to any of such assets. To the Knowledge of OmniAmerica Management, the businesses and operations of OmniAmericaSub and the use or publication of the OmniAmericaSub Intellectual Property does not involve infringement or claimed infringement of any United States trademark, trade name, copyright or patent. (c) No director, officer or stockholder, or, to the Knowledge of OmniAmerica Management, employee, consultant, distributor, representative, advisor, salesman or agent of any of the OmniSubsidiaries owns, directly or indirectly, in whole or in part, any trademarks, trade names, or copyrights, or applications for the foregoing, or other material tangible personal property which OmniAmericaSub is presently using or the use of which is necessary for the business of any of the OmniSubsidiaries as now conducted. None of the directors, officers or stockholders of any of the OmniSubsidiaries has entered into any agreement regarding know-how, trade secrets, or prohibition or restriction of competition, or solicitation of customers or any other similar restrictive agreement or covenant, whether written or oral, with any Persons other than the OmniSubsidiaries.

  • Other Personal Property Unless at the time the Secured Party takes possession of any tangible Collateral, or within seven days thereafter, the Debtor gives written notice to the Secured Party of the existence of any goods, papers or other property of the Debtor, not affixed to or constituting a part of such Collateral, but which are located or found upon or within such Collateral, describing such property, the Secured Party shall not be responsible or liable to the Debtor for any action taken or omitted by or on behalf of the Secured Party with respect to such property.

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