Common use of Tangible Assets and Inventories Clause in Contracts

Tangible Assets and Inventories. (a) Except as disclosed on Exhibit B attached hereto, to the knowledge of WSBI Organization, WSBI Organization has good and marketable title to, valid leasehold interests in or other valid right to use all of the material assets used in its operations or necessary for the conduct of its business, free and clear of any material mortgages, pledges, security interests, licenses, encumbrances, restrictions or adverse claims, except for the lien of taxes not yet due and payable. Exhibit C contains a description and the location of any such material assets that are not in the possession of WSBI Organization or that are located other than on WSBI premises in Afton, Wyoming and/or GPL premises in Mesa, Arizona. (b) To the knowledge of WSBI Organization; (i) All of WSBI's and GPL's material assets are in good operating condition, normal wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used; and (ii) All obsolete or unusable inventory (including raw materials, other than canned goods, dry mix ingredients and frozen products used in the production of WSBI's and GPL's products that WSBI or GPL does not reasonably expect to sell within six months of the date of this Agreement) has been appropriately reserved against or written down or written off and is reflected in the WSBI Organization Unconsolidated Financials as adjusted by the entries WSBI or GPL respectively; and (iii) All items of equipment, machinery or other tangible assets of WSBI and GPL that are currently being used in its business are reflected in the WSBI Organization Unconsolidated Financials. (c) To the knowledge of WSBI Organization, there has not occurred since the date of the WSBI Organization Unconsolidated Financials any transfer of title other than in the ordinary course of business, any abandonment, any material pilferage or any material loss with respect to any material property, plant or equipment of WSBI or GPL.

Tangible Assets and Inventories. (a) Except as disclosed on Exhibit B E attached hereto, to the knowledge of WSBI Organizationthe WBI Group, WSBI Organization WBI Group has good and marketable title to, valid leasehold interests in or other valid right to use all of the material assets used in its operations or necessary for the conduct of its business, free and clear of any material mortgages, pledges, security interests, licenses, encumbrances, restrictions or adverse claims, except for the lien of taxes not yet due and payable. Exhibit C E contains a description and the location of any such material assets that are not in the possession of WSBI Organization WBI Group or that are located other than on WSBI WBI premises in Afton, Wyoming and/or GPL premises in Mesa, Arizona. (b) To the knowledge of WSBI Organizationthe WBI Group; (i) All of WSBIWBI's and GPL's material assets are in good operating condition, normal wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used; and (ii) All obsolete or unusable inventory (including raw materials, other than canned goods, dry mix ingredients and frozen products used in the production of WSBIWBI's and GPL's products that WSBI WBI or GPL does not reasonably expect to sell within six months of the date of this Agreement) ), has been appropriately reserved against or written down or written off and is reflected in the WSBI Organization WBI Group Unconsolidated Financials as adjusted by the entries WSBI WBI or GPL respectively, has previously given to the independent auditors engaged to audit the WBI Financial Statements in connection with the preparation of the Agreement; and (iii) All items of equipment, machinery or other tangible assets of WSBI WBI and GPL that are currently being used in its business are reflected in the WSBI Organization WBI Group Unconsolidated FinancialsFinancials as adjusted by the entries WBI has previously given to the independent auditors engaged to audit the WBI Financial Statements in connection with the preparation of the Agreement. (c) To Except as disclosed on Exhibit E, to the knowledge of WSBI Organization, the WBI Group there has not occurred occurred, except for those items listed on the attached Exhibit E since the date of the WSBI Organization WBI Group Unconsolidated Financials Financials, any transfer of title other than in the ordinary course of business, any abandonment, any material pilferage or any material loss with respect to any material property, plant or equipment of WSBI WBI or GPL.