Title to and Condition of Tangible Personal Property. Except as described in SCHEDULE 3.6, Sellers own and have good title to each item of Tangible Personal Property, and none of the Tangible Personal Property owned by Sellers is subject to any security interest, mortgage, pledge, conditional sales agreement, or other lien or encumbrance, except for Permitted Liens and liens set forth on SCHEDULE 3.6 hereto. Each item of Tangible Personal Property is available for immediate use in the business and operations of the Station as currently conducted. All items of transmitting equipment included in the Tangible Personal Property (i) have been maintained in all material respects in a manner consistent with generally accepted standards of good engineering practice, and (ii) will permit the Station to operate in material compliance with the terms of the FCC Licenses, the Communications Act of 1934, as amended (the "Act") as well as the rules, regulations and published policies of the FCC, and with all other applicable federal, state, and local statutes, ordinances, rules, and regulations.
Title to and Condition of Tangible Personal Property. Within ten (10) days after Seller receives the Option Notice, Seller shall deliver to Buyer a true and complete list of all material items of Tangible Personal Property. The Tangible Personal Property shall comprise all material items of tangible personal property necessary to conduct the business and operations of the Station as then conducted and for the lawful broadcasting by the Company from the Tower Site as contemplated by the Construction Permit, as modified by the Modification Application. The Company shall own and have good title to each item of Tangible Personal Property, and none of the Tangible Personal Property shall be subject to any security interest, mortgage, pledge, conditional sales agreement, or other lien or encumbrance, except for liens for current taxes not yet due and payable. All items of transmitting and studio equipment included in the Tangible Personal Property (i) shall have been maintained in a manner consistent with generally accepted standards of good engineering practice, and (ii) shall permit the Station to operate in accordance with the terms of the FCC Licenses and the rules and regulations of the FCC, and with all other applicable federal, state, and local statutes, ordinances, rules, and regulations.
Title to and Condition of Tangible Personal Property. Except as provided in SCHEDULE 2.11, the Company and each Subsidiary have good and marketable title to all of the tangible personal property ("Tangible Personal Property") reflected in the Company's consolidated financial statements free and clear of all liens, mortgages, pledges, leases, restrictions and other claims and encumbrances of any nature whatsoever. The Tangible Personal Property is in good operating condition and repair (ordinary wear and tear excepted), is performing satisfactorily, and is adequate for the conduct of the Company's business, except where the failure of such Tangible Personal Property to be in good operating condition (ordinary wear and tear excepted) would not result in a Material Adverse Effect. All Tangible Personal Property and the state of maintenance thereof are in compliance with all applicable laws and regulations except where such failure to comply would not result in a Material Adverse Effect. The Tangible Personal Property includes all such property necessary to conduct the business of the Company or any Subsidiary, as applicable, as currently conducted.
Title to and Condition of Tangible Personal Property. Section 4.13 of the Disclosure Schedule lists all material items of the Company's tangible personal property. The tangible personal property listed in Section 4.13 of the Disclosure Schedule comprises all material items of tangible personal property necessary to conduct the business and operations of the Blue Chip Stations as now conducted. Except as described in Section 4.13 of the Disclosure Schedule, the Company owns and has good title to each item of tangible personal property, and none of the tangible personal property owned by the Company is subject to any security interest, mortgage, conditional sales agreement, or other lien or encumbrance, except for liens for current taxes not yet due and payable. Each item of tangible personal property is available for immediate use in the business and operations of the Blue Chip Stations. All items of transmitting and studio equipment included in the tangible personal property (a) have been maintained in a manner consistent with generally accepted standards of good engineering practice, (b) are in good condition and repair consistent with their use, ordinary wear and tear excepted, and (c) will permit the Blue Chip Stations and any associated auxiliary broadcast stations to operate in accordance with the terms of the FCC Authorizations and the rules and regulations of the FCC, and in material compliance with all other applicable federal, state, and local statutes, ordinances, rules, and regulations.
Title to and Condition of Tangible Personal Property. Except as set forth in Section 4.07 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. All of the tangible Purchased Assets, whether real or personal, owned or leased, have been maintained in accordance with Seller’s normal maintenance practices and are in operating condition (with the exception of normal wear and tear).
Title to and Condition of Tangible Personal Property. Section 3.7 of the Disclosure Schedule contains a listing of each item of Tangible Personal Property which has been capitalized in accordance with Celarix’s capitalization policy which provides for capitalization of amounts in excess of $1,000 or more. The Tangible Personal Property listed on Section 3.7 of the Disclosure Schedule comprises all material items of tangible personal property necessary to conduct the Business as now conducted. Except as described in Section 3.7 of the Disclosure Schedule, Celarix owns and has good title to each item of Tangible Personal Property, and none of the Tangible Personal Property owned by Celarix is subject to any security interest, mortgage, pledge, conditional sales agreement, or other lien or encumbrance, except for liens for current Taxes not yet due and payable. Each item of Tangible Personal Property is available for immediate use in the Business. Except as set forth in Section 3.7 of the Disclosure Schedule, the Tangible Personal Property listed in Section 3.7 of the Disclosure Schedule and included in the Assets, or required to be listed in Section 3.7 of the Disclosure Schedule and included in the Assets, is in good operating condition and repair in accordance with normal and customary industry practices for items of comparable age and use, ordinary wear and tear excepted.
Title to and Condition of Tangible Personal Property. Schedule 3.6 lists as of the date of this Agreement all material items of Tangible Personal Property included in the Assets. Except as described in Schedule 3.6, Seller owns and has good title to each item of Tangible Personal Property listed in Schedule 3.6, and none of the Tangible Personal Property owned by Seller is subject to any security interest, mortgage, pledge, conditional sales agreement, or other lien or encumbrance, except for Permitted Liens. The material items of Tangible Personal Property are in good operating condition and adequate repair (given the age of such property and the use to which such property is put and ordinary wear and tear excepted).
Title to and Condition of Tangible Personal Property. Except as provided in Schedule 4.1.6 thereto, Seller has marketable title to all of the Tangible Personal Property free and clear of all liens, except for liens for taxes not due and payable, or that otherwise arise by operation of law. All items of the Tangible Personal Property are being sold in "as is" condition. Except with respect to the Restaurant located at 210 X. Xxxxx Xx. 0, Xxx Xxxxxxxxxxxx, Xxxx Xxxxxxxx, xxere is no significant asset necessary for operating the Restaurants as KFC outlets that is not included in the Assets.
Title to and Condition of Tangible Personal Property. Within ten (10) days after Seller receives the Option Notice, Seller shall deliver to Buyer a true and complete list of all material items of Tangible Personal Property. The Company shall own and have good title to each item of Tangible Personal Property or shall lease such Tangible Personal Property and none of the Tangible Personal Property shall be subject to any security interest, mortgage, pledge, conditional sales agreement, or other lien or encumbrance, except for liens for current taxes not yet due and payable. All items of transmitting and studio equipment included in the Tangible Personal Property (i) shall have been maintained in a manner consistent with generally accepted standards of good engineering practice, and (ii) shall permit the Station to operate in accordance with the terms of the FCC Licenses and the rules and regulations of the FCC, and with all other applicable federal, state, and local statutes, ordinances, rules, and regulations.
Title to and Condition of Tangible Personal Property. Except as described in SCHEDULE 3.6, each Seller owns and has good title to each item of Tangible Personal Property owned by it, and none of the Tangible Personal Property owned by Sellers is subject to any security interest, mortgage, pledge, conditional sales agreement, or other lien or encumbrance, except for Permitted Liens and liens set forth on SCHEDULE 3.6 hereto. Each item of Tangible Personal Property is available for immediate use in the business and operations of the Station to which such Tangible Personal Property relates as currently conducted. All items of transmitting equipment included in the Tangible Personal Property (a) have been maintained in all material respects in a manner consistent with generally accepted standards of good engineering practice, and (b) will permit each Station to operate in material compliance with the terms of the FCC Licenses for such Station and the Act, as well as the rules, regulations and published policies of the FCC, and with all other applicable federal, state, and local statutes, ordinances, rules, and regulations.
