Tangible Personal Property and Inventory Sample Clauses

Tangible Personal Property and Inventory. Schedule 2.1(c) and Schedule 2.1(d) collectively set forth a complete and accurate description of each material item of Tangible Personal Property and Inventory included in the Purchased Assets, including all those with a book value of $10,000 or greater, owned in whole or in part by Seller. Seller has, and shall convey to Purchaser at the Closing, good and valid title to the Tangible Personal Property and Inventory, free and clear of all Encumbrances, except Permitted Encumbrances.
Sample 1
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Tangible Personal Property and Inventory. The items listed on SCHEDULE 1.2.1 attached hereto constitute all of the material personal property which is used by Seller in connection with the ownership and operation of the Product Line. SCHEDULE 1.2.2 attached hereto is believed by Seller to be a materially correct list of all of the Inventory owned or used by Seller in connection with the ownership and operation of the Product Line. Said SCHEDULE 1.2.2 is not based upon a physical inventory count, and was prepared by Seller consistent with prior practice. Except as disclosed on SCHEDULE 2.5 of the Exception Schedule attached hereto, no material Tangible Personal Property (i) is held under any lease, security agreement, conditional sales contract, or other title retention or security arrangement, or (ii) is located other than in the possession of Seller. No material items included in the Inventory have been pledged as collateral or are held by Seller on consignment from others, except for such Encumbrances as will be released at Closing.
Sample 1
Tangible Personal Property and Inventory. (a) The Company has good title to all of the material items of tangible personal property (other than Inventory) reflected on the Company Balance Sheet as owned by the Company, except for assets disposed of since the Balance Sheet Date in the ordinary course of business, and all tangible personal property owned by the Company is owned free and clear of all Encumbrances, except for: (a) liens that are listed on Part 2.6(a) of the Disclosure Schedule, none of which shall materially detract from the value, or materially interfere with the present use, of the Company’s tangible personal property considered as a whole; and (b) liens for Taxes not yet due and payable or liens for Taxes being contested in good faith and for which adequate reserves have been made ((a) and (b) together, “Permitted Encumbrances”). The tangible personal property of the Company is in good repair and working order, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. [*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Sample 1
Tangible Personal Property and Inventory. SCHEDULES 1.2.2 AND 1.2.3 attached hereto constitute accurate lists of all of the material personal property and Inventory, respectively, as of the Balance Sheet Date prepared by Seller based on perpetual records and cycle counts which is owned by, leased by, in the lawful possession of, or used by Seller in connection with the ownership and operation of the Business. Except as disclosed on SCHEDULE 2.9 of the Exception Schedule attached hereto, no material Tangible Personal Property (i) is held under any lease, security agreement, conditional sales contract, or other title retention or security arrangement, or (ii) is located other than in the possession of Seller. The Seller's Tangible Personal Property, including, without limitation, its premises, office equipment, machinery, vehicles, furnishings and fixtures are in good operating condition and repair consistent with the Seller's normal practices subject only to ordinary wear and tear. There are no outstanding requirements or recommendations by the Seller's insurers requiring or recommending any repairs or work be done with respect to the Seller's Assets. To Seller's or Shareholders' knowledge, all items of raw materials, work in process and finished goods included in the Inventory, consist of items of a quality and quantity useable and saleable in the Ordinary Course of Business by Seller, except for obsolete and slow moving items and items below standard quality, all of which have been written down on the books of Seller to net realizable market value or have been provided for by adequate reserves in the Financial Information. No material items included in the Inventory have been pledged as collateral or are held by Seller on consignment from others. The Inventory is valued at the lower of cost (determined on a first-in, first-out basis) or market value and on a basis consistent with that of prior years.
Sample 1
Tangible Personal Property and Inventory. To the best of BBS' and the BBS Stockholders' knowledge, BBS is in possession of and has good and marketable title to, or has valid leasehold interests in or valid rights under contract to use, all tangible personal property used in the conduct of its business. All tangible personal property of BBS is adequate and suitable for the conduct by BBS of the business presently being conducted by BBS and is in good working order and condition, ordinary wear and tear excepted. All inventory of BBS reflected on the 1998 Balance Sheet consisted, and all inventory acquired since the date of the 1998 Balance Sheet consists, of a quality and quantity usable and salable in the ordinary course of business consistent with past practice and industry standards (i) except to the extent of the reserve with respect thereto set forth on the 1998 Balance Sheet, and (ii) subject to end-of-year adjustments which shall not have a material adverse effect on the business or assets of BBS.
Sample 1
Tangible Personal Property and Inventory. (ac) Schedules 2.1(d) and 2.1(e) set forth, respectively, a complete and accurate description of each material item of PB1 Tangible Personal Property and PB1 Inventory included in the PB1 Assets, including each item of PB1 Tangible Personal Property or PB1 Inventory with a book value of $10,000 or greater.
Sample 1
Tangible Personal Property and Inventory. EXHIBIT 6.1(G) attached to this Agreement contains a list of certain Tangible Personal Property. All Inventory as of the Closing Date will be of good and merchantable quality and will consist substantially of a quality, quantity and condition usable or saleable in the ordinary course of business. Seller, as of Closing, will not be under any liability or obligation with respect to the return of Inventory in the possession of wholesalers, retailers or others.
Sample 1
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Tangible Personal Property and Inventory 
Sample 1

Related to Tangible Personal Property and Inventory

  • Tangible Personal Property All appliances, fixtures, equipment, machinery, furniture, carpet, drapes and other personal property, if any, owned by Seller and located on or about the Land and the Improvements (the "Tangible Personal Property").

  • Intangible Personal Property All of Seller’s right, title and interest, if any, without warranty, except as set forth herein, in all intangible personal property related to the Real Property and the Improvements, including, without limitation: all trade names and trade marks associated with the Real Property and the Improvements, including Seller’s rights and interests, if any, in the name of the Real Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the extent assignable without cost to Seller); contract rights related to the operation, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases or License Agreements (collectively, the “Service Contracts”) (but only to the extent assignable without cost to Seller; warranties (to the extent assignable without cost to Seller); governmental permits, approvals and licenses, if any (to the extent assignable without cost to Seller); and telephone exchange numbers (to the extent assignable without cost to Seller) (all of the items described in this Section 2.1.4 collectively referred to as the “Intangible Personal Property”). To the extent any items of Intangible Personal Property cannot be assigned to Purchaser without cost to Seller, Purchaser shall have the option, to be exercised in writing on or before the Closing Date, to accept such assignment and pay any cost associated therewith, or to cause Seller to terminate the same (if applicable) at Seller’s expense, or to permit Seller to retain the same. Tangible Personal Property and Intangible Personal Property shall not include (a) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Property, including, without limitation, budgets prepared by or on behalf of Seller or any affiliate of Seller, (b) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, (c) such documents, materials or information received by Seller from tenants and covered by confidentiality agreements between such tenants and Seller, except that such documents, materials or information shall be included in Tangible Personal Property if Purchaser shall have agreed in writing to be bound by the terms of such confidentiality agreements prior to Seller’s delivery of such documents, materials and information to Purchaser, and (d) any trade name, xxxx or other identifying material that includes the name “iStar” or any derivative thereof.

  • Title to Tangible Personal Property Except as set forth in Section 4.06 of the Disclosure Schedules, Seller has good and valid title to, or a valid leasehold interest in, all Tangible Personal Property included in the Purchased Assets, free and clear of Encumbrances except for Permitted Encumbrances.

  • Property and Equipment (a) The Company has good and valid title to, or in the case of leased property has valid leasehold interests in, all property and assets (whether real or personal, tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date. None of such properties or assets is subject to any Liens, except:

  • Personal Property 16 5.15 Significant Customers; Material Contracts and Commitments.......16 5.16

  • Real Property; Personal Property (a) Neither the Company nor any of its Subsidiaries owns any real property.

  • Leased Personal Property Other than Personal Property owned by the Company or the Company Subsidiary, the Company or the Company Subsidiary has good and valid leasehold title to all of the tangible personal property Assets used by the Company or the Company Subsidiary, free and clear of any and all Encumbrances other than Permitted Encumbrances which would not permit the termination of the lease therefor by the lessor. Disclosure Schedule 3.9(c) sets forth all Leases for personal property. With respect to each Lease listed on Disclosure Schedule 3.9(c), (i) there has been no breach or default under such Lease by the Company, the Company Subsidiary or by any other party, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause (with or without notice and with or without the passage of time) a default under any such Lease, (iii) such Lease is a valid and binding obligation of the applicable lessor, is in full force and effect and is enforceable by the Company or the Company Subsidiary in accordance with its terms, (iv) no action has been taken by the Company or the Company Subsidiary and no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than by the Company or the Company Subsidiary without the consent of the Company or the Company Subsidiary, (v) no party has repudiated any term thereof or threatened to terminate, cancel or not renew any such Lease, and (vi) neither the Company nor the Company Subsidiary has assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in any leased property subject thereto (or any portion thereof).

  • Location of Equipment and Inventory All Equipment and Inventory are (i) located at the locations indicated on Schedule 4 (ii) in transit to such locations or (iii) in transit to a third party purchaser which will become obligated on a Receivable to the Debtor upon receipt. Except for Equipment and Inventory referred to in clauses (ii) and (iii) of the preceding sentence, the Debtor has exclusive possession and control of the Inventory and Equipment.

  • As to Equipment and Inventory The Grantor hereby agrees that it shall

  • Equipment and Inventory With respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee or (ii) Equipment or Inventory in transit with common carriers. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.

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