Tangible Purchased Assets Clause Samples

Tangible Purchased Assets. (a) Schedule 4.13(a) contains a true and complete list of all Equipment and Real Property, respectively, owned by the Company at the Effective Date. Except as noted in Schedule 4.13(a), on the Closing Date, the Company shall have good and marketable title to, and all right, title and interest in, all Equipment, Real Property and other Tangible Assets, real and personal, owned by it and the Company will own all such Equipment, Real Property and other Tangible Assets free and clear of all Liens (other than those liabilities listed on the Bid Balance Sheet). (b) Schedule 4.13(b) sets forth a list of all Leased Real Property, Equipment and other Tangible Assets leased by the Company and the Leases pursuant to which such Tangible Assets are leased at the Effective Date. Except as noted in Schedule 4.13(b), all Leases relating to Leased Real Property, Equipment or other Tangible Assets, real or personal, leased by the Company are valid and enforceable by the Company in accordance with their respective terms. There is not, under any Lease relating to Leased Real Property, Equipment or other Tangible Asset, any existing default by the Company or, to the Company's knowledge, any existing default by any other party thereto, or any circumstance known to the Company that could give rise to a default by the Company or any other party to such Lease. All commissions payable by the Company under or with respect to any such Leases have been paid. (c) Except as noted in Schedule 4.13(c), the uses to which the Tangible Assets are put are not subject to any restriction or condition and conform in all respects to zoning, subdivision and/or planning regulations, fire and safety regulations and all other regulations or requirements of the relevant federal, state or local authorities and to all statutes or laws governing such assets or the use thereof and are not temporary uses. All of the Tangible Assets may be used for the purposes of the Business. All certificates of occupancy and necessary consents of Governmental Authorities or other Persons to such existing uses have been obtained. The Company has not received notice of violation of any such regulation, ordinance or other law, order or requirement from any court or Governmental Authority, or of taking by eminent domain or condemnation proceeding. (d) Except as set forth on Schedule 4.13(d), all the Tangible Assets of the Company necessary for the Company to carry on the Business as presently conducted are in good operating ...
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Tangible Purchased Assets. Seller shall, without charge to Buyer, hold all tangible Purchased Assets (other than tangible Purchased Assets that are held on behalf of Seller by any Third Party) on behalf of Buyer until Buyer or its designee takes possession thereof; provided, however, that Seller may, upon notice to Buyer (and except as otherwise provided in the Transitions Services Agreement), charge Buyer for Seller’s reasonable costs to store any tangible Purchased Assets beyond the 60th day following the Closing. With respect to tangible Purchased Assets held by any Third Parties on behalf of Seller, Seller shall assist Buyer in arranging to have such Third Parties continue to hold such tangible Purchased Assets on behalf of Buyer at Buyer’s expense. If requested by Buyer, Seller shall maintain and/or arrange for Third Parties to maintain casualty insurance for the replacement value of tangible Purchased Assets in Seller’s or such Third Parties’ possession, and Buyer shall reimburse the reasonable cost thereof.
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Tangible Purchased Assets. (a) Seller, as of the date hereof and up to the Contribution, and the Company as of the Contribution and up to the Closing, own, or otherwise have a valid leasehold interest providing sufficient and legally enforceable rights to use, all of the tangible property and tangible assets used in the conduct of its businesses as currently conducted. Except as set forth on Schedule 4.10(a), each of Seller, as of the date hereof and up to the Contribution, and the Company as of the Contribution and up to the Closing, has good and marketable title to all tangible assets reflected on the Financial Statements or acquired since the Balance Sheet Date, free and clear of all Liens, other than Permitted Liens and immaterial assets disposed of since the Balance Sheet Date in the ordinary course of business consistent with past practice. Such assets are in good operating condition and repair (ordinary wear and tear excepted), have been reasonably maintained consistent with standards generally followed in the industry are suitable for their present uses. (b) Schedule 4.10(b) sets forth by office location as of September 30, 2004, a complete and accurate list of all furniture, equipment, automobiles and all other tangible personal property (including its net book value) owned by, in the possession of, or used by the Seller in connection with its business as currently conducted up to the Contribution and used by the Company on and after the Contribution, and which have an initial book value in excess of $2,000 per item. (c) Each of Seller’s and the Company’s inventory as of the date hereof consists of raw materials, work-in-process and consignment and finished goods salable by Seller or the Company in the ordinary course of business. The Financial Statements reflect an adequate reserve for all Seller’s and the Company’s inventory that is slow-moving, as determined in accordance with Seller’s or the Company’s customary practices, or is obsolete, damaged or defective. (d) Upon the consummation of the Contribution pursuant to Section 2.2, Company shall have acquired good title to the Contributed Assets, free and clear of all Liens, other than Permitted Liens subject to obtaining any applicable third party consents pursuant to Section 10.9.
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Tangible Purchased Assets. The Vendor owns or leases all the machinery, equipment and other tangible personal property necessary for the conduct of the Purchased Business as it is presently conducted. All of the Equipment is: (i) in good operating condition and in a state of good repair and maintenance (reasonable wear and tear excepted), and (ii) adequate and suitable for the purposes for which the Equipment is presently used. Each piece of Equipment used in connection with the Purchased Business is identified in Schedule I and is located at the locations set out therein.
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Tangible Purchased Assets. Seller owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of the Business as presently conducted and as presently proposed to be conducted. Each such tangible asset has been well maintained, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used and presently is proposed to be used.
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Tangible Purchased Assets. The tangible Purchased Assets are suitable for use thereof in the conduct of normal operations, and do not require any maintenance and repairs except for maintenance and repairs that are not Material in nature and are required in the ordinary course consistent with past practice of the Business. The inventories of the Business (i) are good, merchantable and in usable condition, (ii) are reflected on the Financial Statements in accordance with GAAP and (iii) are of a quality and quantity that is useable or saleable in the ordinary course of business. The inventory obsolescence policies of the Business are appropriate for the nature of the products sold by the Business. All inventories of the Business are located on the Real Property, except for inventories in transit to customers in the ordinary course of business or stored in leased facilities identified to Buyer. Seller will identify in writing to Buyer, prior to the Closing, each item of the type required to be listed on SCHEDULE 2.1(A) that is acquired between the date of this Agreement and the Closing and has a market value or book value of $50,000 or more.
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Tangible Purchased Assets. Each item of Purchased Assets that is tangible personal property and is identified in Schedules 5.2 and 5.3 is in good condition and repair, ordinary wear and tear excepted.
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Tangible Purchased Assets. Except as set forth in Schedule 3.12, Seller is the owner of the tangible Purchased Assets, has good, valid and marketable title to the tangible Purchased Assets, free and clear of any Liens, and has the power and right to transfer, sell, assign, convey and deliver the tangible Purchased Assets to Purchaser in accordance with the terms of this Agreement. All tangible Purchased Assets have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear), and are suitable for the purposes for which they are used. No tangible Purchased Asset is currently in need of repairs, modifications or upgrades. Purchaser shall be able to use the tangible Purchased Assets and exercise, and enjoy the benefits of, the Purchased Assets in substantially the same manner as Seller, prior to the Closing, without infringing the rights of any third party. The Purchased Assets include all assets and rights that are primarily used or held for use by Seller in the operation of the Business, and are necessary and sufficient for the conduct of the Business by Purchaser following the Closing, in the same manner as conducted by Seller prior to the Closing.
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Tangible Purchased Assets 
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Related to Tangible Purchased Assets

  • Purchased Assets Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest of Seller in, to and under the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all ▇▇▇▇▇▇▇ money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations.

  • Title to Purchased Assets Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.

  • Transferred Assets (i) From the Closing Date to the Effective Date, OLS sold and/or contributed, assigned, transferred, and conveyed to the Depositor, and the Depositor acquired from OLS, without recourse except as provided under the Original Receivables Sale Agreement, all of OLS’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of OLS to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Effective Date, and until the opening of business on the MSR Transfer Date for each Designated Servicing Agreement, pursuant to the Purchase Agreement, OLS will sell to HLSS, for a cash purchase price equal to 100% of the Receivable Balances thereof, (1) each Receivable, in existence on any Business Day on or after the Effective Date and until the opening of business on the related MSR Transfer Date, that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“OLS Additional Receivables”) for which the MSR Transfer Date has not yet occurred, and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of HLSS to enforce such OLS Additional Receivables (collectively, the “OLS Transferred Assets”). (iii) Commencing on the Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, HLSS, as receivables seller, hereby sells and/or contributes, assigns, transfers, and conveys to the Depositor, and the Depositor acquires from HLSS, without recourse except as provided herein, all of HLSS’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Effective Date and prior to the Receivables Sale Termination Date (including the OLS Additional Receivables) that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) (including the OLS Transferred Assets), together with all rights of HLSS to enforce such Additional Receivables (collectively, the “Transferred Assets”). Until the Receivables Sale Termination Date, HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

  • Acquired Assets (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. (c) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

  • Tangible Property Except for specific items which may be owned by independent contractors, the machinery, equipment, fixtures, tools and supplies used in connection with the Resort, including without limitation, with respect to the operations and maintenance of the Common Elements, are owned either by Borrower, Silverleaf Club, or the applicable Timeshare Owners’ Association.