Common use of Tangible Properties Clause in Contracts

Tangible Properties. Schedule 2.22 contains a true and complete ------------------- ------------- list of all tangible personal property owned by or leased to the Companies (the "Tangible Personal Property"), by location. Each item of the Companies' tangible personal property which has a value in excess of $1,000 is included on such list. Except as shown on Schedule 2.22, all of the Companies have good and ------------- marketable title free and clear of all Claims to the Tangible Personal Property listed as owned by the Companies. With respect to Tangible Personal Property leased by the Companies as lessee, all leases, conditional sale contracts, franchises or licenses pursuant to which the Companies may hold or use (or permit others to hold or use) such Tangible Personal Property are valid and in full force and effect, and there is not under any of such instruments any existing default or event of default or event which with notice or lapse of time or both would constitute such a default. The Companies' possession and use of such property has not been disturbed and no claim has been asserted against any of the Companies adverse to their rights in such leasehold interests. The Tangible Personal Property is adequate and usable for the purposes for which it is currently used and has been properly maintained and repaired and each item of Tangible Personal Property, whether owned or leased, is in good operating condition and repair and has been properly maintained. During the past three (3) years, there has not been any interruption of the operations of the Companies' businesses due to the condition of any of the Tangible Personal Property other than in the ordinary course of business consistent with past practice.

Tangible Properties. Schedule 2.22 contains a true and complete ------------------- ------------- list of Except as set forth on SCHEDULE 3.17, with respect to all tangible personal property owned by or leased to Seller and belonging or relating to or used or intended to be used in the Companies Business and that is part of the Purchased Assets (the "Tangible Personal PropertyTANGIBLE PERSONAL PROPERTY"), by location. Each item of the Companies' tangible personal property which (i) Seller has a value in excess of $1,000 is included on such list. Except as shown on Schedule 2.22, all of the Companies have good and ------------- marketable title free and clear of all Claims Encumbrances (other than Permitted Encumbrances) to the all Tangible Personal Property listed as owned by the Companies. With respect to Tangible Personal Property leased by the Companies as lessee, Seller and (ii) all leases, conditional sale contracts, franchises or licenses pursuant relating to which the Companies may hold or use (or permit others to hold or use) such leased Tangible Personal Property are valid and in full force and effect, and there is not under any of such instruments any no existing default or event of default or event which with notice or lapse of time or both would constitute such a default. The Companies' possession and use default under any of such property has not been disturbed and no claim has been asserted against instruments, which in any of case individually or in the Companies adverse to their rights in such leasehold interestsaggregate could have a Material Adverse Effect. The Tangible Personal Property is adequate and usable for the purposes for which it is currently used and has been properly maintained and repaired used, and each item of Tangible Personal Property, whether owned or leased, is in good operating condition and repair and has been properly maintained, ordinary wear and tear excepted. During the past three (3) years, there has not been any interruption of the operations of the Companies' businesses due With respect to the condition of any of the Tangible Personal Property, except for the representations and warranties contained herein or in any other Transaction Document, all such Tangible Personal Property shall be sold and transferred "as is where is" and all other than in the ordinary course of business consistent implied warranties existing under applicable laws with past practicerespect thereto are expressly disclaimed by Seller.

Tangible Properties. Schedule 2.22 contains 1.1(a) and Schedule 4.7 contain a true and complete ------------------- ------------- list of all Equipment, Inventories, and other tangible personal property owned by or leased to Seller and used in the Companies Business (the "Tangible Personal Property"), by location. Each item of the Companies' tangible personal property which has a value in excess of $1,000 is included on such list. Except as shown on Schedule 2.224.7 with respect to leased Tangible Personal Property, all of the Companies have Seller has good and ------------- marketable title free and clear of all Claims agreements, liabilities, claims, assessments, security interests, liens, restrictions, and encumbrances (collectively referred to as "Claims") to the Tangible Personal Property listed as owned by the CompaniesSeller. With respect to any Tangible Personal Property listed as leased by the Companies as lesseeSeller, all leases, conditional sale contracts, franchises or licenses pursuant to which the Companies Seller may hold or use (or permit others to hold or use) such Tangible Personal Property are valid and in full force and effect, and there is not under any of such instruments any existing default or event of default or event which with notice or lapse of time or both would constitute such a default. The Companies' ; and Seller's possession and use of such property has not been disturbed and no claim has been asserted against any of the Companies Seller adverse to their its rights in such leasehold interests. The All Tangible Personal Property is adequate conveyed "as is" and usable "with all faults," and Seller disclaims any warranty of fitness for a particular purpose or merchantability with respect thereto; provided that Seller knows of no condition rendering any Tangible Property currently inadequate or unsuitable for the purposes purpose for which it is currently used used, except as set forth on Schedule 1.1(a) and Schedule 4.7. The Equipment listed on Schedule 1.1(a) comprises substantially all the Equipment that is materially necessary for the continuing operation of the Business in the manner in which it has been properly maintained and repaired and each item of Tangible Personal Property, whether owned or leased, is in good operating condition and repair and has been properly maintained. During the past three (3) years, there has not been any interruption of the operations of the Companies' businesses due operated to the condition of any of the Tangible Personal Property other than in the ordinary course of business consistent with past practicedate.