Examples of Personal Property Assets in a sentence
The acquisition by any Company of all Acquired Personal Property Assets complied in all material respects with all applicable Laws.
Immediately prior to the applicable Closing, the only assets and liabilities of the Companies will be the Acquired Real Property Assets (subject to any Permitted Liens), the Acquired Personal Property Assets, the Assumed Mortgage Debt, the Specified Liabilities and any Excluded Liabilities which Seller shall have assumed pursuant to Section 5.08.
Schedule 3.14 sets forth a true and complete list as at the date of the Original Stock Purchase Agreement of all Acquired Personal Property Assets having a purchase price in excess of $500 per item.
Immediately prior to the Closing, the only assets and liabilities of the Company and the Company Subsidiaries will be (i) the Acquired Real Property Assets (subject to any Permitted Liens), (ii) the Acquired Personal Property Assets, (iii) the Assumed Mortgage Debt, (iv) the Specified Liabilities and (v) any Excluded Liabilities which Indemnitor shall have assumed pursuant to Section 5.08.
Prior to Closing, Seller shall supplement Schedule 3.14(a) to include a true and complete list of the material assets (whether or not required by GAAP to be reflected on a balance sheet), other than real property and fixtures appurtenant thereto, beneficially owned by the Company and the Company Subsidiaries and used in the conduct of their respective businesses without values assigned to such personal property (collectively, "Acquired Personal Property Assets").
Personal Property Assets......................................................
Except as set forth in Schedule 3.14, the Companies are in possession of the Acquired Personal Property Assets, and, immediately after the applicable Closing, after giving effect to the transactions and terminations contemplated by Sections 5.06, 5.07 and 5.08, such Acquired Personal Property Assets will be substantially the same as the personal property of the Companies existing on the date of the Original Stock Purchase Agreement.
Except as set forth in Schedule 3.14, each of the Companies has (i) good (and, in the case of marketable securities, marketable) title to each of the Acquired Personal Property Assets that it purports to own, free and clear of all Liens other than Permitted Liens, and (ii) valid leasehold interests in or valid rights under contract to use each of the Acquired Personal Property Assets that it purports to lease or license.
All of the Personal Property Assets, together with the real property, are all of the assets necessary, and are sufficient for, the Business to operate in the Ordinary Course of Business.
At the Closing, Seller will sell, convey, assign, transfer and deliver to Purchaser good, valid and marketable title and all the Seller's right and interest in and to all of the Personal Property Assets, free and clear of any Encumbrances, except for Permitted Encumbrances.