Title to and Condition of Personal Property. The Company has merchantable title to all personal property reflected in the April 1997 Balance Sheet or acquired subsequent to the date of the April 1997 Balance Sheet, free and clear of all liens or encumbrances, except as disclosed in Schedule 3.15 hereto. No representation or warranty as to the condition of any such personal property is made in this Agreement. The Company owns or has the right to use all such properties necessary to the conduct of its business as currently conducted.
Title to and Condition of Personal Property. 6.9.1. Schedule 6.9.1 sets forth a computer list of machinery, equipment, furniture, fixtures, vehicles and other items of tangible personal property that are owned by Gold Xxxx and that are primarily used in connection with the Inputs Business and that are being purchased by Southern States in connection with the purchase of the Inputs Business (the "Owned Personal Property"). The computer list is the list used by Gold Xxxx in its operations and to the Best Knowledge of Gold Xxxx, is accurate in all material respects. The Owned Personal Property, together with the other Purchased Assets, constitute all assets of Gold Xxxx which, together with the Transition Agreement, are necessary to conduct the Inputs Business in the same manner and to the extent currently conducted by Gold Xxxx.
6.9.2. Except for the Liens on Schedule 6.9.2., all of which will be removed prior to the Closing except as otherwise contemplated herein, Gold Xxxx has good and sufficient title to the Owned Personal Property, free and clear of any Liens.
6.9.3. Schedule 6.9.3 sets forth a list of all machinery, equipment, furniture, fixtures, vehicles and other items of tangible personal property that are leased by Gold Xxxx and that are primarily used in the Inputs Business (the "Leased Personal Property"), the leases for which (the "Personal Property Leases") are being assumed by Southern States in connection with the purchase of the Inputs Business. Gold Xxxx has valid leasehold interests in all the Leased Personal Property. The Personal Property Leases are valid and in full force and effect.
6.9.4. All of the Owned Personal Property and Leased Personal Property used by Gold Xxxx in the Inputs Business and the operations thereof is owned or leased by Gold Xxxx and not owned or leased by any member, shareholder or affiliate thereof. To the Best Knowledge of Gold Xxxx, the Owned Personal Property and the Leased Personal Property is, collectively, in reasonable operating condition, and has been appropriately maintained in the ordinary course of business, conforms to all material requirements of law and is substantially fit for use in accordance with and sufficient for Gold Xxxx'x present operations, subject to ordinary wear and tear. To the Best Knowledge of Gold Xxxx, the Inputs Business is not conducted under any material restriction imposed upon Gold Xxxx (but not imposed upon other persons conducting similar businesses or operating similar assets for similar purposes in the localities whe...
Title to and Condition of Personal Property. (a) The Company ------------------------------------------- and each Subsidiary has good and valid title to all tangible personal property which it owns, including all tangible personal property reflected in the unaudited consolidated balance sheet of the Company and subsidiaries as of December 31, 1996 included in the Financial Statements as being owned by the Company and such Subsidiary, except for tangible personal property disposed of in the ordinary course of business and consistent with prior practice since December 31, 1996, in each case free and clear of all Liens, except as set forth on Schedule 4.9 hereto. Except as set forth in ------------ Schedule 4.9 hereto, the tangible personal property of the Company and the ------------ Subsidiaries is, in the aggregate, all of the tangible personal property required to conduct the business of the Company and the Subsidiaries as presently conducted. The Company and the Subsidiaries have maintained all such material tangible personal property in good repair, working order and operating condition, subject only to ordinary wear and tear.
(b) On the Closing Date, the Company will own or have the right to use, directly or indirectly, all assets, properties, rights, franchises, claims and agreements of every kind and description necessary to conduct the business and operations of the Company and the Subsidiaries as presently conducted.
Title to and Condition of Personal Property. The Company has good, valid and marketable title to, or a valid leasehold interest in, all of the properties and assets owned by it or used in its business, including, without limitation, each item of equipment and other personal property, tangible, intangible or otherwise included as an asset on Exhibit E and in the Financial Statements and to each item of personal property, acquired since the date of the most recent Financial Statements, free and clear of any security interests. Exhibit E contains a detailed list as of December 31, 2004 of all machinery, equipment, furniture and other personal property owned by the Company or used by the Company in the operation of its business (with a notation as to whether such property is owned or leased). All tangible personal property owned or used by the Company in the operation of its business is in good operating condition and in a good state of maintenance and repair, ordinary wear and tear excepted, and is adequate for the business conducted by the Company. Except for the licenses to use certain Intellectual Property specifically identified on Exhibit C, there are no properties or assets, tangible or intangible, owned by any person or entity other than the Company which are used in connection with the business of the Company or necessary for the operation of the Company(s business.
Title to and Condition of Personal Property. The Company has merchantable title to all personal property reflected in the Balance Sheet or acquired subsequent to the date of the Balance Sheet (other than inventory disposed of since that date in the ordinary course of business), free and clear of all liens or encumbrances except as described in Schedule 3.15 hereto (the "Liens"). All of the personal property owned by the Company is in good operating condition and repair. The Company owns or has the right to use all such personal property necessary to the conduct of its business as currently conducted.
Title to and Condition of Personal Property. (a) Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. At the time of Closing, all Assets shall be free and clear of all Encumbrances other than those identified on Exhibit 1 as acceptable to Buyer ("Permitted Encumbrances").
(b) Each item of Tangible Personal Property is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business, and is free from material defects
Title to and Condition of Personal Property. Schedule 3.6 lists (subject to the provisions of Section 6.16 hereof) all material items of the Personal Property, which comprise all personal property used to conduct the business or operations of the Stations as now conducted. Except as described in Schedule 3.6, Seller owns and has good title to all Personal Property. None of the Personal Property owned by Seller is subject to any security interest, mortgage, pledge, conditional sales agreement, or other lien or encumbrance, except for (i) liens for current taxes not yet due and payable, and (ii) any other claims or encumbrances which are described in Schedule 3.6. Except as shown in Schedule 3.6, the Personal Property taken as a whole is in good operating condition and repair (ordinary wear and tear excepted), and is available for immediate use in the business or operations of the Stations, and the transmitting and studio equipment included in the Personal Property (i) has been maintained consistent with FCC rules and regulations, and (ii) will permit the Stations and any unit auxiliaries thereto to operate in accordance with the terms of the FCC Licenses and the rules and regulations of the FCC, and with all other applicable federal, state and local statutes, ordinances, rules and regulations.
Title to and Condition of Personal Property. Schedule 3.7 hereto contains a list of the items of Personal Property that comprise all Personal Property with a value in excess of $10,000 used in connection with the Business as of a recent date indicated on such schedule. The Buyer owns and has good and marketable title to all Personal Property free and clear of any Encumbrance, except for Encumbrances that shall be discharged or removed by the Buyer prior to or at Closing. The Buyer is not, and to the Knowledge of Buyer no other party is, in default under any of the leases, licenses and other agreements relating to the Personal Property listed on Schedule 3.7. The Buyer has delivered to Seller an accurate and complete copy of each lease, license or other agreement relating to the Personal Property. Except as otherwise disclosed on Schedule 3.7 hereto, the Personal Property constituting tangible property is in good operating condition (ordinary wear and tear excepted) and is available for immediate use in such business operations.
Title to and Condition of Personal Property. Seller is the sole owner of the Personal Property and has good and marketable title to all Personal Property free and clear of all Liens. Seller possesses full right to sell or dispose of the Personal Property as Seller may choose. No other person or entity has any claim, right, title, or interest in, or Lien against, the Personal Property. All of the items of tangible personal property and facilities included in the Station Assets are in good operating condition and repair (reasonable wear and tear excepted), are be insurable at standard rates, have been properly maintained in accordance with industry standards, are performing satisfactorily and in accordance with standards of good engineering practice, comply in all respects with applicable rules and regulations of the FCC, the terms of the FCC Authorization, and with other applicable federal, state and local statutes, ordinances, rules and regulations, and are be available for immediate use in the operation of the Station. Seller has no knowledge of any defect in the condition or operation of any item of Personal Property which is reasonably likely to have a material adverse effect on the operations of the Station. All items of transmitting and studio equipment included in the Personal Property will permit the Station to operate in accordance with the terms of the FCC Authorization and the rules and regulations of the FCC, and with all other applicable federal, state and local statutes, ordinances, rules and regulations.
Title to and Condition of Personal Property. The Borrower has good ------------------------------------------- and marketable title to the material personal property reflected in its financial statements or that it currently uses in the operation of its business (other than leased property or personal property which is not material to the business of the Borrower and such equipment is the sole security for any financing associated therewith), and such property is free and clear of all liens, claims, charges, security interests, options, or other title defects or encumbrances. All such personal property is in good operating condition and repair, is suitable for the use to which the same is customarily put, is free from defects and is merchantable and is of a quality and quantity presently usable in the ordinary course of the operation of the business of the Borrower, other than such matters as would not have a Material Adverse Effect.
