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.
TITLE TO PERSONAL PROPERTY AND CONDITION OF ASSETS. 1. Except as set forth on Schedule 4.A attached hereto, Seller has (i) good and marketable title to all of the tangible personal property and assets which are used in the operation of the Business and which Seller owns/or purports to own, and (ii) valid leasehold interests in all leases of tangible personal property which are used in the operation of the Business and which Seller leases or purports 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 Seller and Seller's plant structure used in the operation of the Business or included in the Purchased Assets are in good operating condition and repair, 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.
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.
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.
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.
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.
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...
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.
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.
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.
