Common use of Tangible Assets Clause in Contracts

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses as presently conducted and as presently proposed to be 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.

Appears in 3 contracts

Samples: Stock Purchase Agreement (CHDT Corp), Agreement and Plan of Merger (Grace Development Inc), Agreement and Plan of Merger (Grace Development Inc)

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Tangible Assets. The Company owns and its Subsidiaries own or leases lease all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their respective businesses as presently conducted and as presently proposed to be 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.

Appears in 3 contracts

Samples: Guaranty and Security Agreement (Imation Corp), Preferred Unit Purchase Agreement (Elandia International Inc.), Preferred Unit Purchase Agreement (Elandia International Inc.)

Tangible Assets. The Company owns owns, and has good title to, or leases leases, all buildings, machinery, equipment, equipment and other tangible assets necessary for the conduct of their businesses its business as presently conducted conducted, in each case free and as presently proposed to be conductedclear of all Liens. Each such tangible asset is free from material 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Tendercare International Inc), Agreement and Plan of Merger (Hain Celestial Group Inc), Agreement and Plan of Merger (Spectrum Organic Products Inc)

Tangible Assets. The Company owns and its Subsidiaries own or leases lease all buildingstangible assets, machineryif any, equipment, and other tangible assets necessary for the conduct of their respective businesses as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent)material defects, has been maintained in accordance with normal industry practice, practice and is in good operating condition and repair (subject repair, other than where such defects or the failures to normal wear and tear), and is suitable for the purposes for which it presently is used and presently is proposed have been so maintained or to be usedin such condition and repair would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Criimi Mae Inc), Agreement and Plan of Merger (Crystal River Capital, Inc.), Agreement and Plan of Merger (Brookfield Asset Management Inc.)

Tangible Assets. The Company owns and its Subsidiaries own or leases lease all buildingstangible assets, machineryif any, equipment, and other tangible assets necessary for the conduct of their respective businesses as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent)material defects, 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 is presently is used and presently is proposed to be used, other than where the failures or defects would not, individually or in the aggregate have a Material Adverse Effect on the Company.

Appears in 3 contracts

Samples: Investment Agreement (Brascan Corp/), Investment Agreement (Criimi Mae Inc), Investment Agreement (Criimi Mae Inc)

Tangible Assets. The Company owns and its Subsidiaries own or leases lease all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses as presently conducted and as presently proposed to be 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Penn Treaty American Corp), Stock Purchase Agreement (Penn Treaty American Corp)

Tangible Assets. The Company owns and the Company Subsidiaries own or leases lease all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses as presently conducted and as presently proposed to be conductedof the date of this Agreement. Each such tangible asset is free from material defects (patent and latent), has been maintained substantially 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 usedas of the date of this Agreement.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Volcom Inc), Agreement of Purchase and Sale (Volcom Inc)

Tangible Assets. The Company and each Subsidiary owns or leases all buildingspremises, machinery, equipment, and other tangible assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent)defects, 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Pretzel Time Inc), Stock Purchase Agreement (Fields MRS Original Cookies Inc)

Tangible Assets. The Company owns Companies own or leases lease all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses as presently conducted and as presently proposed to be 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Argosy Education Group Inc), Agreement and Plan of Merger (Rocky Mountain Internet Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their its businesses as presently conducted and as presently proposed to be 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.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Specialty Care Network Inc), Agreement and Plan of Merger and Reorganization (Rocky Mountain Internet Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each To the Company's knowledge, 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Xpedior Inc), Agreement and Plan of Merger (Corestaff Inc)

Tangible Assets. The Company owns and its Subsidiary own or leases lease all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses as presently conducted and as presently proposed to be 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rainbow Technologies Inc), Stock Purchase Agreement (Jpe Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, equipment and other tangible assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from material 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. Schedule 5.15 sets forth a list of all material items of tangible assets of the Company, including the location thereof.

Appears in 1 contract

Samples: Merger Agreement (Spectrasite Holdings Inc)

Tangible Assets. The Company owns or leases all land, buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent)asset, has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and tear)and is presumably suitable for the purposes for which it presently is used and presently is proposed to be used.

Appears in 1 contract

Samples: Stock Purchase Agreement (Master Graphics Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary in all material respects for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each Except as set forth in Section 4.14 of the Company Disclosure Schedule, each such tangible asset is free from material 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dynamicweb Enterprises Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets that the Company and its Subsidiaries own and lease include all tangible assets necessary for the Company and its Subsidiaries to conduct of their businesses as presently conducted and as conducted, are suitable for the purposes for which they are presently proposed to be conducted. Each such tangible asset is used, are free from material defects (patent and latent), has have been maintained in accordance with normal industry practice, is are in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used are free and presently is proposed to be usedclear of all Security Interests.

Appears in 1 contract

Samples: Merger Purchase Agreement (Rexall Sundown Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, --------------- equipment, vehicles and other tangible assets necessary for the conduct of their its businesses as presently conducted and as presently proposed to be 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Southwest Water Co)

Tangible Assets. The Company Each of the Companies owns or leases all buildings, machinery, equipment, and other tangible assets assets, as applicable, necessary for the conduct of their respective businesses as presently conducted and as presently proposed to be 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cemtrex Inc)

Tangible Assets. The Company owns and its Subsidiaries own or leases lease all buildings, Improvements, machinery, equipment, and other tangible assets necessary for the conduct of their businesses business as presently conducted and as presently proposed to be conducted. Each Any such material tangible asset is free from any material defects (patent and latent), has been maintained ) and in accordance with normal industry practice, all material respects 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Argo Tech Corp)

Tangible Assets. The Company owns and its Subsidiaries own or leases lease all buildings, machinery, equipment, equipment and other tangible assets necessary for the conduct of their businesses business as presently conducted and as presently proposed to be 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Trans1 Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their its businesses as presently conducted and as presently proposed to be 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, except for assets surplus to reasonable business needs of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Communication Systems Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their its businesses as presently conducted and as presently proposed to be currently 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 currently is used and presently is proposed to be used.

Appears in 1 contract

Samples: Stock Purchase Agreement (Emerging Alpha Corp)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses its Business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from material 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Colorado Medtech Inc)

Tangible Assets. The Company owns and its Subsidiaries own or leases lease all --------------- buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses as presently conducted and as presently proposed to be 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Therma Wave Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets --------------- necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent)defects, 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 used. No asset of the Company (tangible or intangible) is proposed subject to be usedany Security Interest.

Appears in 1 contract

Samples: Employment Agreement (Linkage Solutions Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed conducted. All agreements pursuant to be conductedwhich any such assets are leased are set forth in ss.4(o) of the Disclosure Schedule. Each such material 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cas Medical Systems Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses the Business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent)any known material defects, 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roper Industries Inc /De/)

Tangible Assets. The Each Company owns or leases all buildingsbuildings , machinery, equipment, equipment and other tangible assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from material 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. Schedule 5.15 sets forth a list of all material items of tangible assets of each Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spectrasite Holdings Inc)

Tangible Assets. The Company owns and its Subsidiaries own or leases lease all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses the Business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent)any known material defects, has been maintained in accordance with normal industry practice, is in good normal 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.. (o)

Appears in 1 contract

Samples: Stock Purchase Agreement (Roper Industries Inc /De/)

Tangible Assets. The Company owns Companies and the Subsidiaries own or leases lease all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses the Business as presently conducted and as presently proposed to be conducted. Each To the Knowledge of the Sellers, 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.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Steakhouse Partners Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary required for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each such tangible asset asset, except for used equipment held for resale, 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.

Appears in 1 contract

Samples: Exhibit 2 Stock Purchase Agreement (Officeland Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses the Business as presently conducted and as presently proposed to be 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. The Company will need to acquire additional machinery, equipment and other tangible assets to operate the Business as presently proposed to be conducted.

Appears in 1 contract

Samples: Membership Interest Purchase and Exchange Agreement

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Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their its businesses as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from Security Interests and defects (patent and latent), has been maintained in accordance with normal industry practice, practice is in good operating condition and repair (subject to normal wear and tear), and and, is suitable for the purposes for which it presently is used and presently is proposed to be used.. 4.10

Appears in 1 contract

Samples: Stock Purchase Agreement (Wade Cook Financial Corp)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, equipment and other tangible assets necessary for the conduct of their businesses the Business as presently conducted and as presently proposed to be conducted. Each Except as disclosed in Schedule 4.8, each such tangible asset is free from defects (patent and latent)material defects, has been maintained substantially 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 used. The Acquired Assets will be sufficient to permit the Purchaser to operate the Business as presently is proposed to be usedconducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jackson Products Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent)) and Security Interests, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Networks Associates Inc/)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their its businesses as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and and, to the Seller's Knowledge, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Communication Systems Inc)

Tangible Assets. The Company owns and its Subsidiary own or leases lease all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses the Business as presently conducted and as presently proposed to be conducted. Each such tangible asset is is, to the Knowledge of the Company, free from defects (patent and latent)any material defects, has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and teartear and taking into account its age), and is suitable for the purposes for which it presently is used and presently is proposed to be used.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roper Industries Inc /De/)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, improvements, furniture, fixtures and other tangible assets necessary for the conduct of their its businesses as presently conducted and as presently proposed to be 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.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Nu Skin Enterprises Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each Except as set forth in Section 4.17 of the Company Disclosure Schedule, each such tangible asset is free from material 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dynamicweb Enterprises Inc)

Tangible Assets. The Company owns or leases all buildingspremises, machinery, equipment, and other tangible assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each To the Knowledge of the Seller, each such tangible asset is free from defects (patent and latent)defects, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc)

Tangible Assets. The Company owns or leases all an buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be 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.

Appears in 1 contract

Samples: Share Purchase Agreement (iQSTEL Inc)

Tangible Assets. The Company owns or leases all buildingsoffice space, machinery, equipment, and other tangible assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each To the Knowledge of Seller, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Issuer Direct Corp)

Tangible Assets. The Company owns or leases all buildingstangible assets, machineryif any, equipment, and other tangible assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practicematerial defects, is in good operating condition and repair and has been properly maintained (subject given due account to normal the age and length of use of same, ordinary wear and tear), tear excepted) and is suitable for the purposes for which it is presently is used and presently is proposed to be used.

Appears in 1 contract

Samples: Reorganization Agreement (Anchor Glass Container Corp /New)

Tangible Assets. The Company owns and each of its Subsidiaries own or leases lease all buildings, machinery, equipment, and other material tangible assets necessary for the conduct of their businesses the operations of the Business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in good reasonable 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.

Appears in 1 contract

Samples: Contribution and Merger Agreement (JWC Acquisition Corp.)

Tangible Assets. The Company owns owns, leases or leases licenses all buildings, machinery, equipment, and other tangible assets and System necessary for the conduct of their its businesses as presently conducted and as presently proposed to be conducted. Each To the knowledge of Seller, each such tangible asset or System is free from defects (patent and latent), has been maintained in accordance with manufacturer guidelines and 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Full House Resorts Inc)

Tangible Assets. The Company owns or leases all buildingstangible, machinery, equipment, real and other tangible personal property and assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from security interests and defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject only to normal wear and tear), and is suitable for the purposes for which it presently is used and used. The assets of the Company include all assets material to the conduct of the business of the Company as presently is proposed to be usedconducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Magellan Technology Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, equipment and other tangible assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be 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.

Appears in 1 contract

Samples: Merger Agreement (Worldport Communications Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets that the Company deems necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, and 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Glacier Corp)

Tangible Assets. The Company owns or leases all buildings, machinery, --------------- equipment, and other tangible assets necessary for the conduct of their its businesses as presently conducted and as presently proposed to be 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Argosy Education Group Inc)

Tangible Assets. The Company owns or leases all buildingspremises, machinery, equipment, and other tangible assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent)defects, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc)

Tangible Assets. The Company owns Companies own or leases lease all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses as presently conducted and as presently proposed to be conducted. Each To the Seller's knowledge, 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. There are no professional appraisals of any material property of the Companies.

Appears in 1 contract

Samples: Agreement (Manchester Equipment Co Inc)

Tangible Assets. The Company owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their its businesses as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from material 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 used. A defect shall be useddeemed "material" if the cost of repair or replacement exceeds $5,000.

Appears in 1 contract

Samples: Stock Purchase Agreement (National Vision Associates LTD)

Tangible Assets. The Company owns or leases all buildings, material machinery, equipment, and other tangible assets necessary for the conduct of their businesses its business as presently conducted and as presently proposed to be conducted. Each such tangible asset actually used 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, in each case in all material respects.

Appears in 1 contract

Samples: Stock Purchase Agreement (Kforce Inc)

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