Common use of Ownership of Assets and Leases Clause in Contracts

Ownership of Assets and Leases. EXHIBIT 4.4 attached hereto is a complete and correct list and brief description as of the date of this Agreement of all material items of personal property, owned, leased or licensed by the Seller as of March 31, 1998 included in Net Assets (such list identifying which of such properties are owned by the Seller and all of the leases, licenses or agreements under which the Seller is lessee or licensee or hold or operate any property, real or personal). The Seller has good and marketable title to all of those properties listed and described in EXHIBIT 4.4 as owned property and assets, in each case free and clear of any liens, security interests, claims, charges, options, rights of tenants or other encumbrances, except as disclosed or reserved against in EXHIBIT 4.4 (to the extent and in the amounts so disclosed or reserved against) and except for liens arising from current taxes not yet due and payable. Each of the leases, licenses and agreements described in EXHIBIT 4.4 is in full force and effect and constitutes a legal, valid and binding obligation of (i) the Seller and (ii) to the best of Seller's and the Shareholders' knowledge, the other respective parties thereto; and is enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect effecting the enforcement of creditors' rights generally. There is not under any of such leases, licenses or agreements existing any material default (i) of the Seller, or (ii) to the best of Seller's and the Shareholders' knowledge, of any other parties thereto (or, with respect to (i) and (ii) above, event or condition which, with notice or lapse of time, or both, would constitute a default). The inventories of the Seller consist of items of a quality and quantity readily usable or readily salable, at prices equal to the values at which such items are reflected in the Seller 's books, in the normal course of its business and are valued so as to reflect the normal valuation policy of the Seller, all in accordance with generally accepted accounting principles, applied on a basis consistent with prior years, but not in excess of the lower of cost or net realizable market value. All of the accounts receivable of the Seller as of the Closing Date will reflect actual transactions, will have arisen in the ordinary course of business and will not be subject to offset or deduction. All of such accounts receivable will be collectible (without recourse to any judicial proceedings) within six (6) months of the Closing Date at the aggregate recorded amounts thereof, net of reserves for estimated doubtful accounts disclosed on the Interim Financial Statements. Except pursuant to this Agreement, neither the Seller nor any Shareholder is a party to any contract or obligation whereby there has been granted to anyone an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets, properties or operations which are owned by the Seller or which are used in connection with the business of the Seller and are being acquired hereby, except as indicated in EXHIBIT 4.4.

Ownership of Assets and Leases. EXHIBIT 4.4 attached Attached hereto as Exhibit 4.9(a) is a complete and correct list and brief description description, as of the date of this Agreement Agreement, of all real property and material items of personal property, owned, leased or licensed by the Seller as of March 31, 1998 included in Net Assets (such list identifying which of such properties are property owned by the Seller Company, or by its subsidiaries or affiliates, and all of the leasesleases and other agreements relating to any real, licenses personal or agreements under which intangible property owned, used, licensed or leased by the Seller is lessee Company, its subsidiaries or licensee or hold or operate any property, real or personal)its affiliates. The Seller has Company, its subsidiaries and its affiliates, have good and marketable title to all of its assets, including those properties listed on Exhibit 4.9(a), and described in EXHIBIT 4.4 as owned property and assetsany income or revenue generated therefrom, in each case free and clear of any liens, security interests, claims, charges, options, rights of tenants or other encumbrances, encumbrances except (i) as disclosed or and reserved against in EXHIBIT 4.4 the Financial Statements (to the extent and in the amounts so disclosed or and reserved against), (ii) and except for liens arising from current taxes not yet due and payablepayable and (iii) as set forth on Exhibit 4.9(b). Each of the leases, licenses leases and agreements described in EXHIBIT 4.4 is of the Company, its subsidiaries and its affiliates are in full force and effect and constitutes constitute a legal, valid and binding obligation of (i) the Seller Company, and (ii) to the best of Seller's its subsidiaries and the Shareholders' knowledgeaffiliates, and the other respective parties thereto; and is , enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect effecting affecting the enforcement of creditors' rights generally. There , and, there is not under any of such leases, licenses leases or agreements existing any material default (i) of the SellerCompany, or (ii) of its subsidiaries or affiliates, or to the best of Sellerthe Company's and the Shareholdersor each Securityholders' knowledge, knowledge of any other parties thereto (or, with respect to (i) and (ii) above, or event or condition which, with notice or lapse of time, or both, would constitute a default). The inventories of Neither the Seller consist of items of a quality and quantity readily usable or readily salableCompany, at prices equal to the values at which such items are reflected in the Seller 's books, in the normal course nor any of its business and are valued so as subsidiaries or affiliates, has received any notice of violation of any applicable regulation, ordinance or other law with respect to reflect its operations or assets, and, there is not any such violation or grounds therefor which could adversely affect their assets or the normal valuation policy conduct of its business. Neither the SellerCompany, all in accordance with generally accepted accounting principles, applied on a basis consistent with prior years, but not in excess of the lower of cost or net realizable market value. All of the accounts receivable of the Seller as of the Closing Date will reflect actual transactions, will have arisen in the ordinary course of business and will not be subject to offset or deduction. All of such accounts receivable will be collectible (without recourse to any judicial proceedings) within six (6) months of the Closing Date at the aggregate recorded amounts thereof, net of reserves for estimated doubtful accounts disclosed on the Interim Financial Statements. Except pursuant to this Agreement, neither the Seller nor any Shareholder of its subsidiaries or affiliates, is a party to any contract or obligation whereby there has been granted to anyone an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets, properties or operations which are owned assets has been granted to anyone. There does not exist and will not exist by the Seller or which are used in connection with the business virtue of the Seller and are being acquired herebytransactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any asset of the Company's, except as indicated in EXHIBIT 4.4or its subsidiaries or affiliates.

Ownership of Assets and Leases. EXHIBIT 4.4 attached Attached hereto as Exhibit 4.9(a) is a complete and correct list and brief description description, as of the date of this Agreement Agreement, of all real property and material items of personal property, owned, leased or licensed by the Seller as of March 31, 1998 included in Net Assets (such list identifying which of such properties are property owned by the Seller Company, or by its subsidiaries, and all of the leasesleases and other agreements relating to any real, licenses personal or agreements under which intangible property owned, used, licensed or leased by the Seller is lessee or licensee or hold or operate any propertyCompany, real or personal)and its subsidiaries. The Seller has Company, and its subsidiaries have good and marketable title to all of its assets, including those properties listed on Exhibit 4.9(a), and described in EXHIBIT 4.4 as owned property and assetsany income or revenue generated therefrom, in each case free and clear of any liens, security interests, claims, charges, options, rights of tenants or other encumbrances, encumbrances except (i) as disclosed or and reserved against in EXHIBIT 4.4 the Financial Statements (to the extent and in the amounts so disclosed or and reserved against), (ii) and except for liens arising from current taxes not yet due and payablepayable and (iii) as set forth on Exhibit 4.9(b). Each of the leases, licenses leases and agreements described in EXHIBIT 4.4 is of the Company, and its subsidiaries are in full force and effect and constitutes constitute a legal, valid and binding obligation of (i) the Seller Company, and (ii) to the best of Seller's its subsidiaries, and the Shareholders' knowledge, the other respective parties thereto; and is , enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect effecting affecting the enforcement of creditors' rights generally. There , and, there is not under any of such leases, licenses leases or agreements existing any material default (i) of the SellerCompany, or (ii) of its subsidiaries, or to the best of Sellerthe Company's and the Shareholders' knowledge, or Securityholder's knowledge of any other parties thereto (or, with respect to (i) and (ii) above, or event or condition which, with notice or lapse of time, or both, would constitute a default). The inventories Neither the Company, nor any of its subsidiaries, has received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets, and, to the best of the Seller consist of items of a quality and quantity readily usable Company's knowledge there is not any such violation or readily salable, at prices equal to grounds therefor which could adversely affect their assets or the values at which such items are reflected in the Seller 's books, in the normal course conduct of its business and are valued so as to reflect business. Neither the normal valuation policy of the SellerCompany, all in accordance with generally accepted accounting principles, applied on a basis consistent with prior years, but not in excess of the lower of cost or net realizable market value. All of the accounts receivable of the Seller as of the Closing Date will reflect actual transactions, will have arisen in the ordinary course of business and will not be subject to offset or deduction. All of such accounts receivable will be collectible (without recourse to any judicial proceedings) within six (6) months of the Closing Date at the aggregate recorded amounts thereof, net of reserves for estimated doubtful accounts disclosed on the Interim Financial Statements. Except pursuant to this Agreement, neither the Seller nor any Shareholder of its subsidiaries, is a party to any contract or obligation whereby there has been granted to anyone an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets, properties or operations which are owned assets has been granted to anyone. There does not exist and will not exist by the Seller or which are used in connection with the business virtue of the Seller and are being acquired herebytransactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any asset of the Company's, except as indicated in EXHIBIT 4.4or its subsidiaries.

Ownership of Assets and Leases. EXHIBIT 4.4 attached (a) Attached hereto as Schedule 4.9(a) is a complete and correct list and brief description description, as of the date of this Agreement Agreement, of all real property and material items of personal property, owned, leased or licensed by the Seller as of March 31, 1998 included in Net Assets (such list identifying which of such properties are property owned by the Seller Companies and all of the leaseslong term capital leases and other agreements relating to any real, licenses personal or agreements under which intangible property owned, used, licensed or leased (other than term leases of equipment entered into in connection with any Project Contract) by the Seller is lessee Companies or licensee or hold or operate any property, real or personal)of them. The Seller Each of the Companies has good and marketable title to all of its assets, including those properties listed on Schedule 4.9(a), and described in EXHIBIT 4.4 as owned property and assetsany income or revenue generated therefrom, in each case free and clear of any liens, security interests, claims, charges, options, rights of tenants or other encumbrances, except (i) as disclosed or and reserved against in EXHIBIT 4.4 the Financial Statements (to the extent and in the amounts so disclosed or and reserved against), (ii) and except for liens arising from current taxes not yet due and payable, and (iii) as separately and specifically set forth on Schedule 4.9(a). Each of the leases, licenses aforementioned leases and agreements described in EXHIBIT 4.4 of the Companies is in full force and effect and constitutes a legal, valid and binding obligation of (i) the Seller Company and (ii) to the best of Seller's and the Shareholders' knowledge, the other respective parties thereto; and is , enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect effecting affecting the enforcement of creditors' ’ rights generally. There , and there is not under any of such leases, licenses leases or agreements existing any material default (i) of any of the SellerCompanies or, or (ii) to the best of the Companies’ or each Seller's and the Shareholders' ’s knowledge, of any other parties thereto (or, with respect to (i) and (ii) above, or event or condition which, with notice or lapse of time, or both, would constitute a default). The inventories None of the Seller consist Companies has received any notice of items violation of a quality and quantity readily usable any applicable regulation, ordinance or readily salableother law with respect to its operations or assets and, at prices equal to the values at best of the Companies’ and the Sellers’ knowledge, there is not any such violation or grounds therefor which such items are reflected in could adversely affect any of the Seller 's books, in Company’s assets or the normal course conduct of its business and are valued so as to reflect the normal valuation policy business. None of the Seller, all in accordance with generally accepted accounting principles, applied on a basis consistent with prior years, but not in excess of the lower of cost or net realizable market value. All of the accounts receivable of the Seller as of the Closing Date will reflect actual transactions, will have arisen in the ordinary course of business and will not be subject to offset or deduction. All of such accounts receivable will be collectible (without recourse to any judicial proceedings) within six (6) months of the Closing Date at the aggregate recorded amounts thereof, net of reserves for estimated doubtful accounts disclosed on the Interim Financial Statements. Except pursuant to this Agreement, neither the Seller nor any Shareholder Companies is a party to any contract or obligation whereby there has been granted to anyone an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets, properties or operations which are owned assets has been granted to anyone. There does not exist and will not exist by the Seller or which are used in connection with the business virtue of the Seller and are being acquired hereby, except as indicated in EXHIBIT 4.4transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any asset of the Companies.

Ownership of Assets and Leases. EXHIBIT 4.4 attached Attached hereto as Exhibit 5.9(a) is a complete and correct list and brief description description, as of the date of this Agreement Agreement, of all real property and material items of personal property, owned, leased or licensed by the Seller as of March 31, 1998 included in Net Assets (such list identifying which of such properties are property owned by the Seller and all of the leasesleases and other agreements relating to any real, licenses personal or agreements under which intangible property owned, used, licensed or leased by the Seller is lessee or licensee or hold or operate any property, real or personal)Seller. The Seller has good and marketable title to all of its assets, including those properties listed on Exhibit 5.9(a), and described in EXHIBIT 4.4 as owned property and assetsany income or revenue generated therefrom, in each case free and clear of any liens, security interestsinterest, chattel mortgages, claims, charges, options, rights of tenants or other encumbrancesencumbrances other than in the ordinary course of business, except (i) as disclosed or and reserved against in EXHIBIT 4.4 the Financial Statements (to the extent and in the amounts so disclosed or and reserved against), (ii) and except for liens arising from current taxes not yet due and payablepayable or (iii) as set forth on Exhibit 5.9(b). Each of the leases, licenses Seller's leases and agreements described in EXHIBIT 4.4 is in full force and effect and constitutes a legal, valid and binding obligation of (i) the Seller and (ii) to the best of Seller's and the Shareholders' knowledge, the other respective parties thereto; and is , enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect effecting affecting the enforcement of creditors' rights generally. There , and, there is not under any of such leases, licenses leases or agreements existing any material default (i) of the Seller, or (ii) to the best of the Seller's and the Shareholdersor each Securityholders' knowledge, knowledge of any other parties thereto (or, with respect to (i) and (ii) above, or event or condition which, with notice or lapse of time, or both, would constitute a default). The inventories Seller has not received any notice of the Seller consist violation of items of a quality and quantity readily usable any applicable regulation, ordinance or readily salableother law with respect to its operations or assets, at prices equal and, to the values at which such items are reflected in the Seller 's books, in the normal course of its business and are valued so as to reflect the normal valuation policy best of the Seller, all in accordance with generally accepted accounting principles, applied on a basis consistent with prior years, but 's knowledge there is not in excess any such violation or grounds therefor which could adversely affect their assets or the conduct of the lower of cost or net realizable market valueits business. All of the accounts receivable of the The Seller as of the Closing Date will reflect actual transactions, will have arisen in the ordinary course of business and will is not be subject to offset or deduction. All of such accounts receivable will be collectible (without recourse to any judicial proceedings) within six (6) months of the Closing Date at the aggregate recorded amounts thereof, net of reserves for estimated doubtful accounts disclosed on the Interim Financial Statements. Except pursuant to this Agreement, neither the Seller nor any Shareholder is a party to any contract or obligation whereby there has been granted to anyone an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets, properties or operations which are owned assets has been granted to anyone. There does not exist and will not exist by the Seller or which are used in connection with the business virtue of the Seller and are being acquired hereby, except as indicated in EXHIBIT 4.4transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any of the Seller's assets.

Ownership of Assets and Leases. EXHIBIT 4.4 attached Attached hereto as Exhibit 4.9(a) is a complete and correct list and brief description description, as of the date of this Agreement Agreement, of all real property and material items of personal property, owned, leased or licensed by the Seller as of March 31, 1998 included in Net Assets (such list identifying which of such properties are property owned by the Seller Company and all of the leasesleases and other agreements relating to any real, licenses personal or agreements under which intangible property owned, used, licensed or leased by the Seller is lessee or licensee or hold or operate any property, real or personal)Company. The Seller Company has good and marketable title to all of its assets, including those properties listed on Exhibit 4.9(a), and described in EXHIBIT 4.4 as owned property and assetsany income or revenue generated therefrom, in each case free and clear of any liens, security interests, claims, charges, options, rights of tenants or other encumbrances, except (i) as disclosed or and reserved against in EXHIBIT 4.4 the Financial Statements (to the extent and in the amounts so disclosed or and reserved against), (ii) and except for liens arising from current taxes not yet due and payablepayable and (iii) as set forth on Exhibit 4.9(b). Each of the leases, licenses Company's leases and agreements described in EXHIBIT 4.4 is in full force and effect and constitutes a legal, valid and binding obligation of (i) the Seller Company and (ii) to the best of Seller's and the Shareholders' knowledge, the other respective parties thereto; and is , enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect effecting affecting the enforcement of creditors' rights generally. There , and, there is not under any of - 20 - such leases, licenses leases or agreements existing any material default (i) of the SellerCompany, or (ii) to the best of Seller's and the Shareholders' knowledge, of any other parties thereto (or, with respect to (i) and (ii) above, or event or condition which, with notice or lapse of time, or both, would constitute a default). The inventories Company has not received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets, and, to the best of the Seller consist of items of a quality and quantity readily usable Company's knowledge there is not any such violation or readily salable, at prices equal to grounds therefor which could adversely affect their assets or the values at which such items are reflected in the Seller 's books, in the normal course conduct of its business and are valued so as to reflect the normal valuation policy of the Seller, all in accordance with generally accepted accounting principles, applied on a basis consistent with prior years, but business. The Company is not in excess of the lower of cost or net realizable market value. All of the accounts receivable of the Seller as of the Closing Date will reflect actual transactions, will have arisen in the ordinary course of business and will not be subject to offset or deduction. All of such accounts receivable will be collectible (without recourse to any judicial proceedings) within six (6) months of the Closing Date at the aggregate recorded amounts thereof, net of reserves for estimated doubtful accounts disclosed on the Interim Financial Statements. Except pursuant to this Agreement, neither the Seller nor any Shareholder is a party to any contract or obligation whereby there has been granted to anyone an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets, properties or operations which are owned assets has been granted to anyone. There does not exist and will not exist by the Seller or which are used in connection with the business virtue of the Seller and are being acquired hereby, except as indicated in EXHIBIT 4.4transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any of the Company's or the Securityholder's assets.

Ownership of Assets and Leases. EXHIBIT 4.4 attached (a) Attached hereto as Schedule 4.9(a) is a complete and correct list and brief description description, as of the date of this Agreement Agreement, of all real property and material items of personal property, owned, leased or licensed by the Seller as of March 31, 1998 included in Net Assets (such list identifying which of such properties are property owned by the Seller Company and all of the leasesleases and other agreements relating to any real, licenses personal or agreements under which intangible property owned, used, licensed or leased by the Seller is lessee or licensee or hold or operate any property, real or personal)Company. The Seller Company has good and marketable title to all of its assets, including those properties listed on Schedule 4.9(a), and described in EXHIBIT 4.4 as owned property and assetsany income or revenue generated therefrom, in each case free and clear of any liens, security interests, claims, charges, options, rights of tenants or other encumbrances, encumbrances except (i) as disclosed or and reserved against in EXHIBIT 4.4 the Financial Statements (to the extent and in the amounts so disclosed or and reserved against), (ii) and except for liens arising from current taxes not yet due and payable, and (iii) as separately set forth on Schedule 4.9(a). Each of the leases, licenses leases and agreements described in EXHIBIT 4.4 of the Company is in full force and effect and constitutes a legal, valid and binding obligation of (i) the Seller Company and (ii) to the best of Seller's and the Shareholders' knowledge, the other respective parties thereto; and is , enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect effecting affecting the enforcement of creditors' rights generally. There , and there is not under any of such leases, licenses leases or agreements existing any material default (i) of the Seller, Company or (ii) to the best of Sellerthe Company's and the Shareholdersor eachSecurityholders' knowledge, knowledge of any other parties thereto (or, with respect to (i) and (ii) above, or event or condition which, with notice or lapse of time, or both, would constitute a default). The inventories Company has not received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets, and, to the best of the Seller consist of items of a quality and quantity readily usable Company's knowledge, there is not any such violation or readily salable, at prices equal to grounds therefor which could adversely affect its assets or the values at which such items are reflected in the Seller 's books, in the normal course conduct of its business and are valued so as to reflect the normal valuation policy of the Seller, all in accordance with generally accepted accounting principles, applied on a basis consistent with prior years, but business. The Company is not in excess of the lower of cost or net realizable market value. All of the accounts receivable of the Seller as of the Closing Date will reflect actual transactions, will have arisen in the ordinary course of business and will not be subject to offset or deduction. All of such accounts receivable will be collectible (without recourse to any judicial proceedings) within six (6) months of the Closing Date at the aggregate recorded amounts thereof, net of reserves for estimated doubtful accounts disclosed on the Interim Financial Statements. Except pursuant to this Agreement, neither the Seller nor any Shareholder is a party to any contract or obligation whereby there has been granted to anyone an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets, properties or operations which are owned assets has been granted to anyone. There does not exist and will not exist by the Seller or which are used in connection with the business virtue of the Seller and are being acquired hereby, except as indicated in EXHIBIT 4.4transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any asset of the Company.