Personal Property; Real Estate. (a) HT has good and marketable title, free and clear of all title defects and Liens (including, without limitation, leases, chattel mortgages, conditional sale contracts, purchase money security interests, collateral security arrangements and other title or interest-retaining agreements) to all inventory, receivables, furniture, machinery, equipment and other personal property, tangible or otherwise, reflected on the Unaudited Balance Sheet or used in HT's business, except for acquisitions and dispositions since the Unaudited Balance Sheet Date in the ordinary course of business. The HT Disclosure Schedule lists (i) all computer equipment and (ii) all other personal property, in each case having a depreciated book value of $10,000 or more, which are used by HT in the conduct of its business, and all such equipment and property, in the aggregate, is in good operating condition and repair, reasonable wear and tear excepted. There is no asset used or required by HT in the conduct of its business as presently operated which is not either owned by it or licensed or leased to it.
Personal Property; Real Estate. (a) Diamond and its Subsidiaries have ------------------------------ good and marketable title, free and clear of all title defects and Liens to all inventory, receivables, furniture, machinery, equipment and other personal property, tangible or otherwise, reflected on the Unaudited Balance Sheet or used in Diamond's or any Subsidiary's business, except for acquisitions and dispositions since the Unaudited Balance Sheet Date in the ordinary course of business. The Diamond Disclosure Schedule lists (i) all computer equipment and (ii) all other personal property, in each case having a depreciated book value of $5,000 or more, which are used by Diamond or any Subsidiary in the conduct of their businesses, and all such equipment and property, in the aggregate, is in good operating condition and repair, reasonable wear and tear excepted. There is no asset used or required by Diamond or any Subsidiary in the conduct of their businesses as presently operated which is not either owned by it or licensed or leased to it.
Personal Property; Real Estate. Navigator has good and marketable ------------------------------ title, free and clear of all title defects and liens to all inventory, receivables, furniture, machinery, equipment and other personal property, tangible or otherwise, reflected on the Unaudited Balance Sheet or used in Navigator's business. Section 3.10 of the Navigator Disclosure Schedule lists ------------------------------------------------- (i) all computer equipment and (ii) all other personal property, in each case having a depreciated book value of $5,000 or more, which are used by Navigator in the conduct of its business, and all such equipment and property, in the aggregate, is in good operating condition and repair, reasonable wear and tear excepted. There is no asset used or required by Navigator in the conduct of its business as presently operated which is not either owned by it or licensed or leased to it.
Personal Property; Real Estate. Celsys has good and marketable title, free and clear of all title defects and Liens (including, without limitation, leases, chattel mortgages, conditional sale contracts, purchase money security interests, collateral security arrangements and other title or interest-retaining agreements) to all inventory, receivables, furniture, machinery, equipment and other personal property, tangible or otherwise, reflected on the Unaudited Balance Sheet or used in Celsys’s business, except for acquisitions and dispositions since the Unaudited Balance Sheet Date in the ordinary course of business. The Celsys Disclosure Schedule lists (i) all computer equipment and (ii) all other personal property, in each case having a depreciated book value of $10,000 or more, which are used by Celsys in the conduct of its business, and all such equipment and property, in the aggregate, is in good operating condition and repair, reasonable wear and tear excepted. There is no asset used or required by Celsys in the conduct of its business as presently operated which is not either owned by it or licensed or leased to it.
Personal Property; Real Estate. (a) DA has good and indefeasible title, free and clear of all title defects and Liens (including, without limitation, leases, chattel mortgages, conditional sale contracts, purchase money security interests, collateral security arrangements and other title or interest-retaining agreements) to all inventory, receivables, furniture, machinery, equipment and other personal property, tangible or otherwise, reflected on the Unaudited Balance Sheet or used in DA's business, except for acquisitions and dispositions since the Unaudited Balance Sheet Date in the ordinary course of business. The DA Disclosure Schedule lists (i) all computer equipment and (ii) all other personal property, in each case having a depreciated book value of $10,000 or more, which are used by DA in the conduct of its business, and all such equipment and property, in the aggregate, is in good operating condition and repair, reasonable wear and tear excepted. There is no asset used or required by DA in the conduct of its business as presently operated which is not either owned by it or licensed or leased to it.
Personal Property; Real Estate. (a) Mentorix has good and marketable title, free and clear of all title defects and Liens (including, without limitation, leases, chattel mortgages, conditional sale contracts, purchase money security interests, collateral security arrangements and other title or interest-retaining agreements) to all inventory, receivables, furniture, machinery, equipment and other personal property, tangible or otherwise, reflected on the Audited Balance Sheet or used in Mentorix’s business, except for acquisitions and dispositions since the date of the Audited Balance Sheet in the ordinary course of business. Section 3.10(a) of the Mentorix Disclosure Schedule lists (i) all computer equipment and (ii) all other personal property, in each case having a depreciated book value of $5,000 or more, which are used by Mentorix in the conduct of its business, and all such equipment and property, in the aggregate, is in good operating condition and repair, reasonable wear and tear excepted. There is no asset used or required by Mentorix in the conduct of its business as presently operated which is not either owned by it or licensed or leased to it.
Personal Property; Real Estate. (a) Empire has good and marketable title, free and clear of all title defects and Liens (including, without limitation, leases, chattel mortgages, conditional sale contracts, purchase money security interests, collateral security arrangements and other title or interest-retaining agreements) to all inventory, receivables, furniture, machinery, equipment and other personal property, tangible or otherwise, reflected on the Unaudited Balance Sheet, except for acquisitions and dispositions since the Unaudited Balance Sheet Date in the ordinary course of business. Each of the Stockholders represents and warrants that: (i) all computer equipment and (ii) all other personal property, in each case having a depreciated book value of $50,000 or more, which are used by Empire in the conduct of its business, is in good operating condition and repair, reasonable wear and tear excepted. Except as described in Section 3.10 of the Empire 19 AGREEMENT AND PLAN OF REORGANIZATION -- Page 15 Disclosure Schedule, there is no asset required by Empire in the conduct of its business as presently operated which is not either owned by it or licensed or leased to it.
Personal Property; Real Estate. Except with respect to items leased pursuant to personal property leases either disclosed in Section 3.14(f) of the Adaytum Disclosure Schedule or not required to be so disclosed by the terms of Section 3.14(f) of this Agreement, Adaytum has good and marketable title, free and clear of all title defects and Liens (including, without limitation, leases, chattel mortgages, conditional sale contracts, purchase money security interests, collateral security arrangements and other title or interest-retaining agreements) to all inventory, receivables, furniture, machinery, equipment and other personal property, tangible or otherwise, reflected on the Unaudited Balance Sheet or used in Adaytum’s business, except for acquisitions and dispositions since the Unaudited Balance Sheet Date in the ordinary course of business. Section 3.10(a) of the Adaytum Disclosure Schedule lists (i) all computer equipment and (ii) all other personal property, in each case having a depreciated book value of $25,000 or more, which is used by Adaytum in the conduct of its business, and all such equipment and property, in the aggregate, is in good operating condition and repair, reasonable wear and tear excepted. There is no asset used or required by Adaytum in the conduct of its business as currently operated which is not either owned by it or licensed or leased to it.
Personal Property; Real Estate. (a) NextPoint has good title, free and clear of all material title defects and Liens (including, without limitation, leases, subleases, chattel mortgages, conditional sale contracts, purchase money security interests, collateral security arrangements and other title or interest-retaining agreements) to, or a valid leasehold interest in, all inventory, receivables, furniture, machinery, equipment and other personal property, tangible or otherwise, reflected on the Unaudited Balance Sheet or used by NextPoint in its business, except for acquisitions and dispositions since the Unaudited Balance Sheet Date in the ordinary course of business. Schedule 3.9(a) of the Disclosure Schedule sets forth, as of April 30, 2000, all (i) computer equipment and (ii) other personal property, in each case having a depreciated book value of $20,000 or more, which are owned or held under a capital lease by NextPoint in the conduct of its business, and all such equipment and property, in the aggregate, is in good operating condition and repair, reasonable wear and tear excepted. There is no asset used by NextPoint in the conduct of its business as presently operated which is not either owned by it or licensed or leased to it.
Personal Property; Real Estate. Excell has good and marketable ------------------------------ title, free and clear of all title defects and security interests, liens, charges, restrictions, claims, encumbrances or assessments of any nature whatsoever ("Liens") (including, without limitation, leases, chattel mortgages, ----- conditional sale contracts, purchase money security interests, collateral security
