Fixed Assets; Properties Clause Samples
Fixed Assets; Properties. (a) Schedule 3.8 sets forth the real and personal property, including fixed assets and equipment, owned or leased by Star. The Star Balance Sheet reflects and the Closing Balance Sheet will reflect all of the personal property owned or leased and used by Star in its business or otherwise held by Star, except for (i) property acquired or disposed of in the ordinary and usual course of the business of Star since the date of such Balance Sheet, and (ii) personal property not required under GAAP to be reflected thereon. Except as reflected in the notes to the Star and Closing Balance Sheets, Star has good and marketable title to all assets and properties listed on the Star and Closing Balance Sheets and thereafter acquired, free and clear of any imperfections of title, lien, claim, encumbrance, restriction, charge or equity of any nature whatsoever, except for the lien of current taxes not yet delinquent. The fixed assets described in Schedule 3.8 constitute all of the tangible personal property (other than inventory) currently used in the business. To the best of the Star Parties' knowledge, all of the fixed assets reflected on the Star and Closing Balance Sheets or thereafter acquired are in good condition and repair for the requirements of the business as presently conducted by Star.
(b) Star has provided WMT with a full and complete list of all real and personal property leased by Star or under option to purchase by Star. All such property leased by Star is held under valid, subsisting and enforceable leases. To the best of the Star Parties' knowledge, the operations of Star thereon do not violate any applicable material building code, zoning requirement or classification, or pollution control ordinance or statute relating to the property or to such operations.
(c) To the knowledge of Star or the Star Shareholders, there are no Hazardous Substances in, under or about the soil, sediment, surface water or groundwater on, under or around any properties at any time owned, leased or occupied by Star. Star has not disposed of any Hazardous Substances on or about such property. Star has not disposed of any materials at any site being investigated or remediated for contamination or possible contamination of the environment. "Hazardous Substances" shall mean any substance regulated or prohibited by any law or designated by any governmental agency to be hazardous, toxic, radioactive, regulated medical waste or otherwise a danger to health or the environment.
Fixed Assets; Properties. 15 3.9 Accounts Receivable; Notes Receivable....................... 16 3.10 Taxes....................................................... 16 3.11 Compensation................................................ 18 3.12
Fixed Assets; Properties. (a) SCHEDULE 3.9(a) sets forth the real and personal property, including fixed assets and equipment, owned or leased by MCBA. The MCBA Balance Sheet reflects and the Closing Date Balance Sheet will reflect all of the personal property owned or leased and used by MCBA in its business or otherwise held by MCBA, except for (i) property acquired or disposed of in the ordinary and usual course of the business of MCBA since the date of such Balance Sheet, and (ii) personal property not required under GAAP to be reflected thereon. Except as reflected in the notes to the MCBA Balance Sheet and Closing Date Balance Sheet or SCHEDULE 3.8(g), MCBA has good and marketable title to all assets and properties listed on the MCBA Balance Sheet and Closing Date Balance Sheet and thereafter
(a) constitute all of the tangible personal property (other than inventory) currently used in the business. All of the fixed assets reflected on the MCBA Balance Sheet and Closing Date Balance Sheet or thereafter acquired are in good condition and repair for the requirements of the business as presently conducted by MCBA.
(b) MCBA has provided STG with a full and complete list of all real and personal property leased by MCBA or under option to purchase by MCBA. All such property leased by MCBA is held under valid, existing and enforceable leases. The operations of MCBA thereon do not violate any applicable material building code, zoning requirement or classification, or pollution control ordinance or statute relating to the property or to such operations.
(c) To the best of MCBA's and the Selling Shareholders' knowledge there are no Hazardous Substances in, under or about the soil, sediment, surface water or groundwater on, under or around any properties at any time owned, leased or occupied by MCBA. MCBA has not disposed of any Hazardous Substances on or about such property. MCBA has not disposed of any materials at any site being investigated or remediated for contamination or possible contamination of the environment. "Hazardous Substances" shall mean any substance regulated or prohibited by any law or designated by any governmental agency to be hazardous, toxic, radioactive, regulated medical waste or otherwise a danger to health or the environment.