Title Leased Assets. A description of all interests in real property owned by the Corporation (collectively, the "Real Property") is set forth in Schedule 3.14(a). Except as set forth in Schedule 3.14(a), the Corporation has good, valid and marketable title to all the Real Property. Except as set forth in Schedule 3.14(b), the Corporation has good, valid and marketable title to all tangible and intangible personal property owned by it (collectively, the Personal Property"). A list of all leases of real and personal property to which the Corporation is a party, either as lessor or lessee, are set forth in Schedule 3.14(c). All such leases are valid and enforceable in accordance with their respective terms except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. Except for those assets acquired since June 30, 2003, all tangible and intangible assets used in the conduct of the business of the Corporation are reflected in the Financial Statements in a manner that is in conformity with generally accepted accounting principles applied on a consistent basis with prior periods. The Corporation owns, leases or otherwise possesses a right to use all assets used in the conduct of the business of the Corporation, which will not be impaired by the consummation of the transactions contemplated hereby.
Title Leased Assets. Except as described in Exhibit 2.08 hereto, Purchaser owns its assets, and its real and personal property leaseholds, free and clear of all liens, claims and encumbrances, except for (I) liens for non-delinquent ad valorem taxes or non-delinquent statutory liens arising other than by reason of its default, and (ii) such liens, minor imperfections of title or easements on real property, leasehold estates or personalty as do not in any material respect detract from the value thereof and do not interfere with the present use of the properties subject thereof. Such assets and leaseholds are the only ones necessary for the conduct of Purchaser's business as now being conducted.
Title Leased Assets. Except as described in Exhibit 3.07 hereto, Airtech owns its assets, and its real and personal property leaseholds, free and clear of all liens, claims and encumbrances, except for (I) liens for non-delinquent ad valorem taxes or non-delinquent statutory liens arising other than by reason of its default, and (ii) such liens, minor imperfections of title or easements on real property, leasehold estates or personality as do not in any material respect detract from the value thereof and do not interfere with the present use of the properties subject thereof. Such assets and leaseholds are the only ones necessary for the conduct of Airtech business as now being conducted.
Title Leased Assets. Upon consummation of the transactions contemplated hereby, Buyer shall receive good, valid and marketable title to the Assets, and will be entitled to use, as Lessee, all leased assets used in Seller's business, free and clear of all liens, claims and encumbrances other than those securing the liabilities to be assumed pursuant to Section 1.2 above.
Title Leased Assets. The Company does not own any real property. The Company has good, valid and marketable title to all tangible personal property owned by it (collectively, the Personal Property"), which term does not include Conference Products, Non-Conference Products, Other Products, software, customer lists, data bases, technology and other similar assets. A list and brief description of all leases of real property and Personal Property to which the Company is a party, either as lessor or lessee, are set forth in Schedule 3.12(a) of the Company Disclosure Statement. All such leases are valid and enforceable in accordance with their respective terms except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies.
Title Leased Assets. (a) The Company does not own any real property and the Company has good, valid and marketable title to all tangible and intangible personal property owned by it (collectively, the Personal Property"). The Personal Property and the leased personal property referred to in Section 3.14(b) constitute the only personal property used in the conduct of the business of the Company.
Title Leased Assets. The Company owns no real property. Set forth on Schedule 3.13B(1) is a list of all tangible and intangible personal property owned by the Company (collectively, the "Personal Property"). The Company has good, valid and marketable title to all of the Personal Property. A list and brief description of all leases of personal and real property to which the Company is a party, either as lessor or lessee, are set forth in Schedule 3.13B(2). Except as set forth on Schedule 3.5B. all such leases are valid and enforceable in accordance with their respective terms except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The Personal Property and the leased personal property referred to in this paragraph constitute the only personal property used in the conduct of the business of the Company. Except as set forth in Schedule 3.13B(3), the Company owns, leases or otherwise possesses a right to use all assets used in the conduct of the business of the Company, which will not be impaired by the consummation of the transactions contemplated hereby.
Title Leased Assets. (a) Seller owns the Assets (not including those Assets that are leased by Seller as of the date of this Agreement), free and clear of all liens, claims and encumbrances. Upon consummation of the transactions contemplated hereby and receipt of the required consents, Purchaser shall receive good, valid and marketable title to the Assets, and will be entitled to use all of the Assets that are currently leased to Seller, including the Real Estate, as lessee, free and clear of all liens, claims and encumbrances.
Title Leased Assets. NETSCO does not own any real property. NETSCO has good, valid and marketable title to all tangible and intangible personal property owned by it (collectively, the Personal Property"). The Personal Property and the leased personal property referred to in Exhibit I constitute the only personal property used in the conduct of the business of NETSCO. A list of all leases of real and personal property to which NETSCO is a party, either as lessor or lessee, are set forth in Exhibit I. All such leases are valid and enforceable in accordance with their respective terms except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies.
Title Leased Assets. (a) Except for those liens related to any of the Assumed Liabilities and as set forth in Schedule 3.9 hereto, Seller owns the Purchased Assets, and its real and personal property leaseholds, free and clear of all liens, liabilities, claims, and encumbrances. The Purchased Assets are the only ones necessary for the conduct of the Business other than those assets to be acquired by Purchaser from Lasdorf Corporate Services, Inc. concurrently with the Closing pursuant to a separate agreement. Schedule 3.9 also contains a listing of which Purchased Assets are leased. Upon consummation of the transactions contemplated hereby, Purchaser shall receive good, valid, and marketable title to the Purchased Assets, and will be entitled to, subject to the receipt of all appropriate consents, use as lessee all leased assets which are material to the operation of the Business.
