Common use of Tangible Properties Clause in Contracts

Tangible Properties. (a) Except as set forth in Section 2.16(a) of the Company Disclosure Schedule, the Company and the Company Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real properties at which the Company or the Company Subsidiary conducts operations (the “Company Properties”), free and clear of any Liens, and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, Laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Company Property Restrictions”), except for (i) the matters set forth in Section 2.16(a) of the Company Disclosure Schedule, (ii) Company Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) Liens and Company Property Restrictions imposed on the fee title of any property leased by the Company or the Company Subsidiary, (iv) Liens and Company Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Company Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of or materially interfere with the present use of any of the Company Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company and the Company Subsidiary and which have arisen or been incurred only in the ordinary course of business or are set forth in the Company Financial Statements. Except as set forth in Section 2.16(a) of the Company Disclosure Schedule or as would not, individually Table of Contents or in the aggregate, reasonably be expected to exceed One Hundred Thousand Dollars ($100,000.00), (A) no written notice of any violation of any Law affecting any portion of any of the Company Properties has been received by the Company or the Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restoration. (b) Except as set forth in Section 2.16(b) of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to exceed One Hundred Thousand Dollars ($100,000.00), the Company and the Company Subsidiary own good and marketable title, free and clear of all Liens, to all of the personal property and assets shown on the Company Balance Sheet or acquired after December 31, 2003, except for (A) assets which have been disposed of to nonaffiliated third parties since December 31, 2003 in the ordinary course of business, (B) Liens reflected in the Company Financial Statements, and (C) Liens for current Taxes not yet due and payable.

Tangible Properties. (a) Except as set forth in Section 2.16(a) of the Company Entrade Disclosure Schedule, the Company and the Company Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real properties at which the Company Letter or the Company Subsidiary conducts operations (the “Company Properties”)Entrade Reports, free and clear of any Liens, and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, Laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Company Property Restrictions”), except for (i) the matters set forth in Section 2.16(a) Entrade and each of the Company Disclosure Schedule, (ii) Company Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) Liens and Company Property Restrictions imposed on the fee title of any property leased by the Company or the Company Subsidiary, (iv) Liens and Company Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Company Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of or materially interfere with the present use of any of the Company Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company and the Company Subsidiary and which have arisen or been incurred only in the ordinary course of business or are set forth in the Company Financial Statements. Except as set forth in Section 2.16(a) of the Company Disclosure Schedule or as would not, individually Table of Contents or in the aggregate, reasonably be expected to exceed One Hundred Thousand Dollars ($100,000.00), (A) no written notice of any violation of any Law affecting any portion of any of the Company Properties its Subsidiaries has been received by the Company or the Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restoration. (b) Except as set forth in Section 2.16(b) of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to exceed One Hundred Thousand Dollars ($100,000.00), the Company and the Company Subsidiary own good and marketable title, free and clear of all Liens, title to all of its respective properties and assets, real, personal, tangible and intangible (including those reflected in the personal property and assets shown on the Company Entrade Balance Sheet or acquired after December 31, 2003Sheet, except for (A) assets which have been as since sold or otherwise disposed of to nonaffiliated third parties since December 31, 2003 in the ordinary course of business, (B) Liens reflected which sale or disposition, in any individual case or in the Company Financial Statementsaggregate, has not had a materially adverse effect upon Entrade or its Subsidiaries), free and clear of all Encumbrances of any nature whatsoever, except for (CA) Liens for current Taxes the lien of taxes not yet due and payable, and (B) such imperfections of title and Encumbrances, if any, as do not materially detract from the value, or interfere with the present use of the properties or the Entrade Business, or otherwise materially impair the business operations of Entrade or any of its Subsidiaries; (ii) Entrade and each of its Subsidiaries has valid and enforceable leases with respect to any premises leased by it as referenced in Section 5(k)(ii) hereto, has in all material respects performed all the obligations required to be performed by it to the date hereof under said leases and possesses and quietly enjoys said premises under said leases, and such premises are not subject to any Encumbrances, easements, rights of way, building or use restrictions, exceptions, reservations or limitations that in any material respect interfere with or impair the present and continued use thereof in the usual and normal conduct of the Entrade Business; (iii) neither Entrade nor any of its Subsidiaries has received notice of violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement relating to the operations of, or owned or leased properties of Entrade or any of its Subsidiaries and neither Entrade nor any of its Subsidiaries knows of any such violation; and (iv) neither Entrade nor any of its Subsidiaries has received notice of any pending or threatened condemnation proceedings relating to any of the owned or leased properties of Entrade or any of its Subsidiaries and, so far as known to Entrade or its Subsidiaries, there are no such pending or threatened proceedings. The plants, structures, tangible properties and equipment owned, operated or leased by Entrade and its Subsidiaries which are material to the businesses of Entrade and its Subsidiaries are in sufficient operating condition and repair for operation in the ordinary course of their business, ordinary wear and tear excepted and are in conformity in all material respects with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, occupational safety and health laws and regulations) presently in effect or presently scheduled to take effect.

Tangible Properties. (a) Except An asset register of the Seller as of a recent date along with a list of all Real Property is set forth in Section 2.16(a) of the Company Disclosure Scheduleon Schedule 4.11 hereto. Seller has good and marketable title (and with respect to all owned real property, the Company and the Company Subsidiary owns fee simple title title) to or has a valid leasehold interest in each of all the real properties at which the Company or the Company Subsidiary conducts operations (the “Company Properties”)Assets, free and clear of any Liens, and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, Laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Company Property Restrictions”), except for (i) the matters set forth in Section 2.16(a) lien of the Company Disclosure Schedulecurrent real and personal property taxes which are not yet due and payable, (ii) Company Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real propertysuch covenants, including zoning regulationsrestrictions, that do not materially encroachments, easements and adversely affect the current use of the property, (iii) Liens and Company Property Restrictions imposed on the fee title of any property leased by the Company or the Company Subsidiary, (iv) Liens and Company Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Company Property RestrictionsLiens, if any, which, individually or in the aggregate, are not material in amount, as do not materially detract from the value of value, or materially interfere with the present use occupancy or use, of any of the Company Properties subject thereto Assets or affected thereby, and do not otherwise materially impair business the operations conducted of the Business and (iii) the items set forth on Schedule 4.11(a) hereto ("Permitted Liens"). Seller possesses and quietly enjoys all premises owned or leased by it, and such premises are not subject to any Liens, easements, rights-of-way, building use or occupancy restrictions, exceptions, reservations or limitations that in any material respect interfere with or impair the Company present and the Company Subsidiary and which have arisen or been incurred only continued use thereof in the ordinary course of business or are set forth in the Company Financial Statements. Except as set forth in Section 2.16(a) usual and normal conduct of the Company Disclosure Schedule Business. All Real Property owned by Seller complies in all material respects with any applicable zoning regulation, ordinance or as would notother law, individually Table order, regulation or requirement relating to the occupancy and operations thereof and, to the best of Contents Seller's knowledge, each of the premises leased by Seller complies in all material respects with all such applicable regulations or in the aggregate, reasonably be expected to exceed One Hundred Thousand Dollars ($100,000.00), (A) no written laws. Seller has not received notice of any violation of any Law affecting any portion of any of the Company Properties has been received by the Company pending or the Company Subsidiary from any Governmental Entity; (B) threatened condemnation proceedings relating to Seller's owned or leased properties and, so far as known to Seller, there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restorationsuch pending or threatened proceedings. (b) Except as set forth on Schedule 4.11(b) hereto, the plants, structures, tangible properties and equipment owned, operated or leased by Seller are in Section 2.16(b) of the Company Disclosure Schedule or as would notgood operating condition and repair (ordinary wear and tear, individually or in the aggregate, reasonably be expected to exceed One Hundred Thousand Dollars ($100,000.00excepted), the Company and the Company Subsidiary own good are in conformity in all material respects with all applicable laws, ordinances, orders, regulations and marketable titleother requirements (including applicable zoning, free environmental, occupational safety and clear of all Lienshealth laws and regulations) presently in effect or, to all of the personal property and assets shown on the Company Balance Sheet or acquired after December 31Seller's knowledge, 2003, except for (A) assets which have been disposed of presently scheduled to nonaffiliated third parties since December 31, 2003 in the ordinary course of business, (B) Liens reflected in the Company Financial Statements, and (C) Liens for current Taxes not yet due and payabletake effect.

Tangible Properties. (a) Except as set forth in Section 2.16(athe Nationwide Disclosure Letter, (i) of the Company Disclosure Schedule, the Company and the Company Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real properties at which the Company or the Company Subsidiary conducts operations (the “Company Properties”), free and clear of any Liens, and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, Laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Company Property Restrictions”), except for (i) the matters set forth in Section 2.16(a) of the Company Disclosure Schedule, (ii) Company Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) Liens and Company Property Restrictions imposed on the fee title of any property leased by the Company or the Company Subsidiary, (iv) Liens and Company Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Company Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of or materially interfere with the present use of any of the Company Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company and the Company Subsidiary and which have arisen or been incurred only in the ordinary course of business or are set forth in the Company Financial Statements. Except as set forth in Section 2.16(a) of the Company Disclosure Schedule or as would not, individually Table of Contents or in the aggregate, reasonably be expected to exceed One Hundred Thousand Dollars ($100,000.00), (A) no written notice of any violation of any Law affecting any portion of any of the Company Properties Acquired Corporations has been received by the Company or the Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restoration. (b) Except as set forth in Section 2.16(b) of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to exceed One Hundred Thousand Dollars ($100,000.00), the Company and the Company Subsidiary own good and marketable title, free and clear of all Liens, title to all of its respective properties and assets, real, personal, tangible and intangible (including those reflected in the personal property and assets shown on the Company Nationwide Balance Sheet or acquired after December 31, 2003Sheet, except for (A) assets which have been as since sold or otherwise disposed of to nonaffiliated third parties since December 31, 2003 in the ordinary course of business, (B) Liens reflected which sale or disposition, in any individual case or in the Company Financial Statementsaggregate, has not had a materially adverse effect upon the Acquired Corporations), free and clear of all Encumbrances of any nature whatsoever, except for (CA) Liens for current Taxes the lien of taxes not yet due and payable, and (B) such imperfections of title and Encumbrances, if any, as do not materially detract from the value, or interfere with the present use of the properties or the Nationwide Business, or otherwise materially impair the business operations of the Acquired Corporations; (ii) each of the Acquired Corporations has valid and enforceable leases with respect to any premises leased by it as referenced in Section 4(l)(ii) hereto, has in all material respects performed all the obligations required to be performed by it to the date hereof under said leases and possesses and quietly enjoys said premises under said leases, and such premises are not subject to any Encumbrances, easements, rights of way, building or use restrictions, exceptions, reservations or limitations that in any material respect interfere with or impair the present and continued use thereof in the usual and normal conduct of the Nationwide Business; (iii) neither of the Acquired Corporations has received notice of violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement relating to the operations of, or owned or leased properties of the Acquired Corporations and the Stockholders know of no such violation; and (iv) neither of the Acquired Corporations has received notice of any pending or threatened condemnation proceedings relating to any of the owned or leased properties of the Acquired Corporations and, so far as known to the Stockholders, there are no such pending or threatened proceedings. The plants, structures, tangible properties and equipment owned, operated or leased by the Acquired Corporations which are material to the businesses of the Acquired Corporations are in sufficient operating condition and repair for operation in the ordinary course of their business, ordinary wear and tear excepted and are in conformity in all material respects with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, occupational safety and health laws and regulations) presently in effect or presently scheduled to take effect.

Tangible Properties. The Company owns no real property. (ai) Except as set forth in Section 2.16(a) The Company has good, valid and marketable title to all of the Company Disclosure Schedulepersonal properties and tangible assets which it purports to own (including those reflected in the Balance Sheet, except as since sold or otherwise disposed of in the Company and the Company Subsidiary owns fee simple title to or has a valid leasehold interest in each ordinary course of the real properties at which the Company or the Company Subsidiary conducts operations (the “Company Properties”business), free and clear of all Encumbrances of any Liensnature whatsoever, except for (A) the lien of taxes not yet due and payable, (B) such imperfections of title and encumbrances, if any, which are not substantial in amount and as do not detract from the value, or interfere with the present or contemplated use, of the properties of the Company, respectively, or otherwise impair in any material respect the business operations of the Company and (C) as otherwise set forth on Schedule 4(n) hereto; (ii) the Company has in all respects performed all the obligations required to be performed by it to the date hereof under said leases and possesses and quietly enjoys said properties under said leases, and the Company Properties (iii) such properties are not subject to any Encumbrances, easements, rights of way, covenantsbuilding or use restrictions, conditionsexceptions, restrictions or other written agreements, Laws affecting building use or occupancyreservations, or reservations limitations that interfere with or impair in any material respect the present and continued use thereof in the usual and normal conduct of an interest in title (collectively, “the business of the Company. The Company Property Restrictions”), except for has not received written or oral notice of (i) any violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement relating to the matters set forth in Section 2.16(a) operations of leased properties of the Company Disclosure Schedule, and the Company knows of no such violation or (ii) Company Property Restrictions imposed any pending or promulgated by law or threatened condemnation proceedings relating to any governmental body or authority with respect to real propertyof their leased properties and, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) Liens and Company Property Restrictions imposed on the fee title of any property leased by the Company or the Company Subsidiary, (iv) Liens and Company Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior so far as known to the date of this Agreement and (v) mechanics’Company, carriers’there are no such pending or threatened proceedings, suppliers’in each case, workmen’s where such violation or repairmen’s liens and other Company Property Restrictions, if any, whichproceeding could reasonably be expected, individually or in the aggregate, are not to have a Material Adverse Effect. The plants, structures, equipment and material in amounttangible properties owned, do not materially detract from the value of operated or materially interfere with the present use of any of the Company Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted leased by the Company are in all material respects well maintained and the Company Subsidiary are in good operating condition and which have arisen or been incurred only in the repair, ordinary course of business or are set forth in the Company Financial Statements. Except as set forth in Section 2.16(a) of the Company Disclosure Schedule or as would not, individually Table of Contents or in the aggregate, reasonably be expected to exceed One Hundred Thousand Dollars ($100,000.00), (A) no written notice of any violation of any Law affecting any portion of any of the Company Properties has been received by the Company or the Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; wear and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restorationtear excepted. (b) Except as set forth in Section 2.16(b) of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to exceed One Hundred Thousand Dollars ($100,000.00), the Company and the Company Subsidiary own good and marketable title, free and clear of all Liens, to all of the personal property and assets shown on the Company Balance Sheet or acquired after December 31, 2003, except for (A) assets which have been disposed of to nonaffiliated third parties since December 31, 2003 in the ordinary course of business, (B) Liens reflected in the Company Financial Statements, and (C) Liens for current Taxes not yet due and payable.