Other Tangible Property. All other tangible property, real, personal or mixed, located at the Southern Sites that the Sellers own and utilize primarily in connection with the operation of the Southern Business;
Other Tangible Property. The Sale Assets and the assets of the members of the Stock Group include all of the properties, assets and rights that are used, held for use or useful solely or primarily in the conduct of the Business as currently conducted. Except as provided in Section 2.7 of the Disclosure Schedule, the Other Tangible Property is adequate for the conduct of the Business as currently conducted. Except as provided in Section 2.7 of the Disclosure Schedule, the machinery and equipment included in the Other Tangible Property Acquired by Asset Purchase has been maintained in a manner sufficient to permit the conduct of the Business in the ordinary course, and may be so operated in such a manner at the Closing in all material respects.
Other Tangible Property. Seller 5.31(a) Owned Real Property.......................... Seller 5.31(b) Title to Owned Real Property................. Seller 5.31(c) Rights to Acquired Real Property............. Seller 5.31(d) Landlord Consents............................ Seller 5.31(g) Restricted Use............................... Seller EXECUTION COPY This ASSET PURCHASE AGREEMENT, dated as of June 17, 2004 (this "Agreement"), is by and among HEADWATERS INCORPORATED, a Delaware corporation ("Parent"), ACM BLOCK & BRICK, LP, a Texas limited partnership and an indirect wholly-owned subsidiary of Parent ("Buyer"), and SOUTHWEST CONCRETE PRODUCTS, L.P., a Delaware limited partnership (the "Seller"). The following recitals are true and constitute the basis for this Agreement:
Other Tangible Property. GBS, GTS and EKW have good and legal title to all of the Assets reflected on their books and records and on the Transfer Statement, free and clear of all liens, other than those set forth on Schedule 3.2.11. Schedule 3.2.11 lists all tangible personal property and computer system inventory to be transferred to Acquisition Sub as of the Closing Date. To the best knowledge of GBS, GTS and EKW, the owned tangible personal property material to the business of GBS, GTS and EKW is in good operating condition and repair, ordinary wear and tear excepted.
Other Tangible Property. Except as set forth on Schedule 5.8 of the ----------------------- ------------ Disclosure Schedule, the books and records of the Company and the Subsidiaries in all material respects reflect the vehicles, machinery, equipment and other tangible personal property owned or leased by the Company and the Subsidiaries and used exclusively for the operations of any of the Stations. Except as set forth on said Schedule 5.8, no material personal property of the Company and the ------------ Subsidiaries used primarily for the operations of any of the Stations is held under any lease, security agreement, conditional sales contract, or other title retention or security arrangement, or is located other than in the possession or under the control of the Company or any of the Subsidiaries.
Other Tangible Property. MDI has good and marketable title to all of the Assets reflected on its books and records and on the Balance Sheet, free and clear of all liens, other than those set forth on Schedule 3.2.12. To the best knowledge of MDI, the owned tangible personal property material to the business of MDI is in good operating condition and repair, ordinary wear and tear excepted.
Other Tangible Property. Except as set forth on Schedule 3.8 of the Disclosure Schedule, the books and records of the Company in all material respects reflect the vehicles, machinery, equipment and other tangible personal property owned or leased by the Company. Except as set forth on said Schedule 3.8 and except for Permitted Liens, no material personal property of the Company, used for the operations of the Business is held under any lease, security agreement, conditional sales contract, or other title retention or security arrangement, or is located other than in the possession or under the control of the Company.
Other Tangible Property. CLG and EDG have good and marketable title to all of the Assets reflected on their respective books and records and on the Closing Date Balance Sheet, free and clear of all liens, other than those set forth on Schedule 3.2.12. To the best knowledge of CLG, EDG and the Shareholders, the owned tangible personal property material to the businesses of CLG and EDG is in good operating condition and repair, ordinary wear and tear excepted.
Other Tangible Property. Seller 6.2 Parent's Capitalization...................................................... Buyer
Other Tangible Property. SMR has good and marketable title to all of the assets reflected on its books and records and on the September 30, 1996 Balance Sheet, free and clear of all Liens, other than those set forth on Schedule 4.2.12. To the best knowledge of SMR and Shareholders the owned tangible personal property material to the business of SMR are in good operating condition and repair, ordinary wear and tear excepted. 4.2.13
