Title and Condition of Assets Sample Clauses

Title and Condition of Assets. (a) Except as set forth on Schedule 5.10(a), the Company has good, and with respect to real property, marketable, title to all of the real and personal property reflected on the balance sheets included in the Financial Statements or acquired by the Company and its Subsidiaries since the Balance Sheet Date, free and clear of any Liens or defects of title, other than Permitted Liens. The Company has a valid and enforceable leasehold interest in all real property leased by it pursuant to the terms of the respective lease agreements. The Company is in compliance in all material respects with the terms of all such leases and, except as described on Schedule 5.10(a), such leases are sufficient for the conduct of the Company's business as now being and presently planned to be conducted. (b) Except as set forth on Schedule 5.10(b), the Facilities and Equipment are in good operating condition and repair (except for ordinary wear and tear and any defect the cost of repairing which would not be material), are sufficient for the operation of the Company's business and are in conformity in all material respects with applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety standards, occupational safety and health laws and regulations) relating thereto, except where such failure to conform would not have a Material Adverse Effect. The Company enjoys peaceful and undisturbed possession of all Facilities owned or leased by the Company, and, to the best knowledge of the Company, such Facilities are not subject to any encroachments, building or use restrictions, exceptions, reservations or limitations which in any material respect interfere with or impair the present and continued use thereof in the usual and normal conduct of the business of the Company. There are no pending or, to the best knowledge of the Company, threatened, condemnation proceedings relating to any of the Facilities. The Facilities and the Equipment are insured and are, to the best of the Company's knowledge, structurally sound with no material defects. (c) Assets are valued on the books of the Company at or below actual cost less adequate and proper depreciation charges. All of the assets of the Company, in the aggregate, have a value at least equal to the value thereof as reflected in the balance sheet included in the Financial Statements. Except as set forth on Schedule 5.10(c), the Company has not depreciated any of its...

Title and Condition of Assets. Seller has good and indefeasible title to the Owned Property and tangible and intangible personal property owned by it that comprise the Assets, free and clear of Liens, other than: (1) Permitted Encumbrances, or (2) Liens which will be released or discharged at or prior to the Effective Time of Closing. To the knowledge of Seller, the tangible Assets are capable of being used in the Business as presently being conducted without present need for repair or replacement except in the ordinary course of the Business. Since the date of the December Balance Sheet, Seller has not sold, transferred, leased, distributed or otherwise disposed of any of its assets, or agreed to do so except for sales of Products and services in the ordinary course of business or the disposition of immaterial assets in the ordinary course of business or which in the reasonable judgment of management are not necessary or advisable to the efficient operations of Seller. All real and tangible personal property held by Seller under the Scheduled Leases is held under valid and binding lease agreements in full force and effect. Seller is not in material default, and to Seller's knowledge no notice of alleged material default has been received by Seller, under any such Scheduled Leases and, to the knowledge of Seller, no lessor is in material default or alleged to be in material default thereunder. The Assets constitute all material assets and properties, real, personal, tangible and intangible, that are necessary for the continued conduct of the Business as presently being conducted. Appendix 2.1(B)(12) to the Seller's Disclosure Letter contains a true and correct list of the names of each bank, savings and loan or other financial institution in which Seller or subsidiaries has an account, including cash contribution accounts, safe deposit boxes and lock box arrangements, and the names of all Persons authorized to draw thereon or to have access thereto.

Title and Condition of Assets. (i) Seller and each Subsidiary has good and marketable title to all of the Purchased Assets to be transferred or conveyed by it to Buyer pursuant to this Agreement, subject to no mortgage, pledge, lien (including attorney liens), security interest, lease, claim, right of first refusal, restriction on use or transfer, charge or encumbrance whatsoever (collectively, “Encumbrances”). Seller and each Subsidiary will have and convey to Buyer at the Closing lawful possession and control of, and good and marketable title to, all of the Purchased Assets to be conveyed or conveyed by it to Buyer pursuant to this Agreement, subject to no Encumbrances. (ii) All tangible assets (real and personal) constituting Purchased Assets hereunder are in good operating condition and repair, subject to ordinary wear and tear, free from any known defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations of Seller and the Subsidiaries), and have been maintained consistent with the standards generally followed in the industry. To the knowledge of Seller, all buildings, plants and other structures owned, leased or otherwise utilized by Seller or any Subsidiary are in good condition and repair, subject to ordinary wear and tear, and have no structural defects or defects affecting the plumbing, electrical, sewerage, or heating, ventilating or air conditioning systems. (iii) Neither Seller nor any Subsidiary owns any real property which shall be transferred or conveyed to Buyer pursuant to this Agreement. Attached hereto as Schedule 1(a)(iv) are descriptions of any agreement for the lease of real property to which Seller or any Subsidiary is a party (the “Leased Real Properties”). There are now in full force and effect duly issued certificates of occupancy permitting the Leased Real Properties and improvements located thereon to be legally used and occupied by Seller and the Subsidiaries as the same are now constituted. The Leased Real Properties are zoned so as to permit the current uses thereon. To the knowledge of Seller, no fact or condition exists which would prohibit or adversely affect the ordinary rights of access to and from the Leased Real Properties from and to the existing highways and roads, and there is no pending or, to the knowledge of Seller, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To the knowledge of Seller, there is not (A) any claim of adverse possession or pr...

Title and Condition of Assets. The Company currently has no assets (other than cash) except as listed on SCHEDULE 5.10. The Company has a valid and enforceable leasehold interest in its leases listed on SCHEDULE 5.10 pursuant to the terms of the lease agreements and is not in default thereunder.

Title and Condition of Assets. The Assets consisting of equipment and ----------------------------- other material fixed Assets may be in need of repair and are being purchased by DoveBid in "AS IS" condition. All fixed Assets are either owned by Unidyne or leased under an agreement indicated in Schedule 3.6. Except as set forth in Schedule 3.6, Unidyne is the sole and exclusive owner of, and has good and marketable title to, all of the Assets, wherever located, free and clear of all Liens and no other person, firm or corporation has or will have at the Closing any interest whatsoever in any of the Assets.

Title and Condition of Assets. The Seller has good and marketable title to all of the Assets, free and clear of all Liens. The Assets are in good operating condition and repair, and constitute all of the assets necessary to the conduct by the Seller of its Development Business in accordance with its past practice.

Title and Condition of Assets. As of June 19, 1998, the Company currently has no assets (other than cash) except as listed on Schedule 5.10. As of June 19, 1998, the Company has a valid and enforceable leasehold interest in its leases listed on Schedule 5.10 pursuant to the terms of the lease agreements and is not in default thereunder.

Title and Condition of Assets. All real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries. The Company and its subsidiaries own or lease all machinery, equipment, and other tangible assets necessary for the conduct of their business as presently conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, 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.

Title and Condition of Assets. ▇▇▇▇ will have at Closing good and marketable title to the Assets, free and clear of all title defects, security interests, pledges, options, claims, liens, encumbrances, and restrictions of any nature whatsoever (including, without limitation, leases, chattel mortgages, conditional sale contracts, purchase money security interests, collateral security arrangements and other title or interest-retaining agreements); provided, however, to the extent that any Asset is encumbered by bank financing, such lien may remain on the Asset after Closing and ▇▇▇▇ hereby agrees to hold PrimeSource harmless from such lien(s), and further provided that the parties agree that certain vendors' and lessors' approvals will not be obtained by the Closing Date.