Other Properties and Assets. The Purchased Assets and the Leased Real Property constitute all of the material assets, rights and properties used or held for use by Seller in connection with the Business and necessary for the conduct of the Business as presently conducted and as presently proposed to be conducted. All items of Personal Property and any other tangible assets included in the Purchased Assets are free from defects (patent and latent), have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear), and are lawful and suitable for the purposes for which they presently are used and presently are proposed to be used.
Other Properties and Assets. (a) Except as set forth on Schedule 4.8 hereto, the Company or one of its Subsidiaries has good, valid and marketable title to, or a valid leasehold interest in, all of the properties and assets used or held for use by the Company and its Subsidiaries, located on the Company’s or Subsidiaries’ premises, or shown on the Most Recent Financial Statements or acquired after the date thereof, free and clear of all Liens other than Permitted Liens, except for properties and assets (which are not material individually or in the aggregate) disposed of in the Ordinary Course of Business since the date of the Most Recent Financial Statements.
Other Properties and Assets. The Purchased Assets constitute all of the assets, rights and properties used or held for use by Seller primarily in the conduct of the Business by Seller as it is conducted as of the Agreement Date, except for the Excluded Assets, and together, with such Excluded Assets and the services, occupancy and other rights to be provided to Buyer pursuant to the Transition Services Agreement, are adequate in all material respects for Buyer to conduct the Business as presently conducted by Seller. All items of Personal Property and any other tangible assets included in the Purchased Assets are free from defects (patent and latent), have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear), and are lawful and suitable for the purposes for which they presently are used and presently are proposed to be used. Schedule 3.9 is a true and correct detailed listing of all Personal Property (other than Personal Property with a book value less than $3,000) of the Business as of the Most Recent Fiscal Quarter End, which listing sets forth the book value of the Personal Property determined in accordance with GAAP, consistently applied.
Other Properties and Assets. Except as set forth on Schedule 4.8 hereto, the Seller or Acquired Companies have good, valid and marketable title to, or a valid leasehold interest in, all of the properties and assets used or held for use by the Acquired Companies, located on the Leased Real Property, or shown on the Most Recent Financial Statements or acquired after the date thereof, free and clear of all Liens other than Permitted Liens, except for properties and assets disposed of in the ordinary course of business since the Most Recent Fiscal Quarter End. The tangible and intangible assets (including contracts) and properties owned, leased or licensed by Seller or the Acquired Companies constitute all of the assets used, held for use or required in connection with the present conduct of the Business. Except as set forth on Schedule 4.8, any tangible personal property owned or leased by the Acquired Companies has been maintained in good operating condition and repair (normal wear and tear excepted) and are adequate to conduct the Business as presently conducted.
Other Properties and Assets. (a) All other properties and assets (in addition to Owned Real Property) owned by the Company or any U.S. Subsidiary are free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth on Schedule 2.9(a), none of the Company’s or a U.S. Subsidiary’s properties or assets is subject to any restrictions with respect to the transferability thereof, and the Company’s and each U.S. Subsidiary’s title thereto will not be affected in any way by the transactions contemplated by this Agreement. Schedule 2.9(a) lists each lease by the Company or a U.S. Subsidiary of property and assets (other than Real Property), including the commencement and termination dates of each such lease (collectively, “Personal Property Leases”). A copy of each Personal Property Lease has been provided to Buyer. All properties and assets owned or leased by the Company or a U.S. Subsidiary will be in the possession of the Company or a U.S. Subsidiary on the Closing Date.
Other Properties and Assets. (a) The tangible properties and assets owned by the Company and each Acquired Subsidiary are free and clear of all Encumbrances other than Permitted Encumbrances and, when taken together with any personal property leased by the Company or an Acquired Company and the personal property assets or services that are required to be made available and/or provided to the Company and the Acquired Subsidiaries pursuant to the TSA, comprise all the personal property necessary to conduct the Business in the manner heretofore conducted. The material personal property assets owned by the Company and each Acquired Subsidiary are in reasonable operating condition and repair, except for ordinary wear and tear. Schedule 2.9(a) lists, by storage capacity, each storage tank owned by the Company and each Acquired Subsidiary.
