Title to Assets; Condition of Property. The Assets include all of the properties and assets reasonably required for the operation of the Business as currently conducted. The Company has good and valid title to the Assets, free and clear of all liens, charges, encumbrances, security interests or claims whatsoever. The Company has the right, power and authority to sell and transfer the Assets to the Purchaser, and upon transfer of the Assets to the Purchaser hereunder, the Purchaser will acquire good and marketable title to the Assets, free and clear of all liens, charges, encumbrances, security interests or claims whatsoever. The Company leases or owns all properties and assets used in the operations of the Business as currently conducted by the Company. To the best knowledge of the Company, the Assets are in good condition and repair, consistent with their respective ages, and have been maintained and serviced in accordance with the normal practices of the Business and as necessary in the normal course of business. None of the Assets (or uses to which they are put) fails to conform with any applicable agreement, law, ordinance or regulation in a manner which is likely to be material to the operation of the Business.
Title to Assets; Condition of Property. The Company has good and valid title to the assets owned by the Company, including, without limitation, the properties and assets reflected in the Interim Balance Sheet (except for assets leased under leases set forth in the Company Disclosure Schedule, inventory and other assets sold or retired and accounts receivable collected upon, since August 26, 2000, in the ordinary course of business consistent with past practices). The Company leases, licenses or owns all properties and assets used or necessary for use in the operations of its business as currently conducted other than inventory and supplies which need to be purchased and replenished in the ordinary course of business; except for motor vehicles, inventory held by certain of the Company's suppliers and personal items assigned to individual employees, such as mobile phones, pagers and laptop computers, all of such assets are located on Company Premises. All such properties and assets are in all material respects in good condition and repair, ordinary wear and tear excepted, consistent with their respective ages, and have been maintained and serviced in accordance with the normal practices of the Company and as necessary in the normal course of business. None of the assets of the Company are subject to any liens, charges, encumbrances or security interests except as set forth in the agreements listed in the Company Disclosure Schedule and for liens for taxes not yet due and payable or which are being contested in good faith; and liens of mechanics, materialmen, warehouseman, carriers, landlords and other like liens securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith. None of the assets of the Company (or uses to which they are put) fails to conform with any applicable agreement, law, ordinance or regulation in a manner which is likely to be materially adverse to the operations of the business of the Company. The Company Disclosure Schedule sets forth a complete and accurate Depreciation Lapse Schedule as of November 25, 2000, with respect to the Company's personal property. All leases of personal property used by the Company and set forth on the Company Disclosure Schedule are in full force and effect and all rent and other charges thereunder have been paid by the Company.
Title to Assets; Condition of Property. The Seller has good and valid title to the Assets owned by it (in the case of owned real property and the improvements thereon, good and marketable title in fee simple) including, without limitation, the properties and assets reflected in the Financial Statements (except for assets leased under leases set forth in Exhibit B, inventory and other assets sold or retired and accounts receivable collected upon, since March 31, 1997 in the ordinary course of business consistent with past practices), free and clear of all liens, charges, encumbrances, security interests or claims whatsoever, except as set forth in Exhibit B. The Seller has the right, power and authority to sell and transfer the Assets owned by it to the Purchaser (or its designee), and upon such transfer the Purchaser (or its designee) will acquire good and marketable title to the Assets, free and clear of all liens, charges, encumbrances, security interests or claims whatsoever, except as set forth in Exhibit B. The properties and assets of the Seller include all properties and assets used in the operations of the Business as currently conducted. All such properties and assets of the Seller are in good condition and repair, consistent with their respective ages, and have been maintained and serviced in accordance with the normal practices of the Seller. None of such properties or assets is subject to any liens, charges, encumbrances or security interests, except as set forth in Exhibit B. None of such properties or assets (including the Assets) (or uses to which they are put) fails to conform with any applicable agreement, law, ordinance or regulation in a manner which could reasonably be expected to have a Material Adverse Effect or is likely to be material to the operation of the Business.
Title to Assets; Condition of Property. The Company has good and valid title to all its owned properties and assets, real, personal and mixed, tangible and intangible used in the operations of the Business as currently conducted, except where the failure to have good and valid title would not have a Material Adverse Effect. Except as set forth in Exhibit B, the Company leases or owns all properties and assets used in the operations of the Business as currently conducted. All such properties and assets are in good condition and repair, consistent with their respective ages and subject to ordinary wear and tear, and have been maintained and serviced in accordance with the normal practices of the Company and as necessary in the normal course of business. Except for the liens on the Assets by Xxxxxxx Bank and Xxxxxxx, none of the assets or properties of the Company is subject to any liens, charges, encumbrances or security interests, except as set forth in Exhibit B. None of the assets of the Company (or uses to which they are put) fails to conform with any applicable agreement, law, ordinance or regulation in a manner which could reasonably be expected to have a Material Adverse Effect.
Title to Assets; Condition of Property. (a) The Company has good, valid and marketable title to all of its properties and assets, tangible and intangible, including, without limitation, the properties and assets listed on the Balance Sheet, free and clear of all Liens (except for assets leased under leases set forth in Schedules 3.9 or 3.13 hereto, and except for accounts receivable collected upon since the Balance Sheet Date in the ordinary course of business consistent with past practices), except for the Liens listed on Schedule 3.10(a) hereto (collectively, "Permitted Liens").
Title to Assets; Condition of Property. Except as noted on Schedule II(J) the Company has good and valid title to all Assets used in the Business (the "Assets"), including, without limitation, the properties and assets reflected in the 1997 Balance Sheet (except for assets leased under leases set forth in Schedule II(J)). Except as noted on Schedule II(J) all of the Assets currently used in the operation of the Business are owned by the Company or held under valid leases with the Company as lessee. All such properties and assets are in good condition and repair, are adequate and sufficient for all operations conducted by the Company and have been maintained and serviced in accordance with normal industry practice. None of the Assets is subject to any liens, charges, encumbrances or security interests. To the best knowledge of each of the Management Shareholders, none of the Assets (or uses to which they are put) fails to conform with any applicable agreement, law, ordinance or regulation. Except as set forth in Schedule II(J), the Company owns all the properties and assets which have been located at or on any of the premises of the Company at any time since December 31, 1995. The Facility and the other buildings owned by the Company are located on a parcel of land containing approximately 1.72 acres on Xxxxxxxx Road in Wareham (the land, the buildings, structures and other improvements located on such parcel of land are referred to hereinafter as the "Property"). The Company has good, indefeasible and marketable title in fee simple to the Property, free and clear of all security interests, liens, encumbrances, mortgages, pledges, equities, charges, assessments, easements, covenants, restrictions, reservations, defects in title, encroachments, and other burdens except as set forth on Schedule II(J). The Company has all easements and rights of ingress and egress with respect to the Property and for utilities and services necessary for all of its operations thereon.
Title to Assets; Condition of Property. (a) The Company and its Subsidiaries (as the case may be) have good, valid and marketable title to all of their respective properties and assets, real, personal and mixed, tangible and intangible, including, without limitation, the properties and assets reflected in the Current Balance Sheet (except for assets leased under leases set forth on Schedules 3.08, 3.09 or 3.13 hereto, and except for accounts receivable collected since the Current Balance Sheet Date in the ordinary course of business consistent with past practices), free and clear of all Liens except Liens arising under Company Indebtedness and those listed on Schedule 3.10(a) hereto and described thereon or Liens disclosed in the Financial Statements; provided, that notwithstanding the foregoing, the Company has good, valid and marketable title to all of the outstanding shares of stock of its Subsidiary, free and clear of all Liens. Except with respect to assets leased pursuant to valid leases set forth on Schedules 3.08(b) or 3.13 hereto, the Company or its Subsidiaries owns all the tangible properties and assets located at or on the Real Property and owns all of the tangible properties and assets necessary for the conduct of the Business as currently conducted.
Title to Assets; Condition of Property. The Company has good and valid title to the Assets, including, without limitation, the properties and assets reflected in the 1997 Balance Sheet (except for assets leased under leases set forth in Exhibit B, assets sold or retired and accounts receivable collected upon, since the date of the 1997 Balance Sheet in the ordinary course of business consistent with past practices). The Company has the right, power and authority to sell and transfer the Assets to the Purchaser (or the Designee) and upon such transfer, the Purchaser (or the Designee), will acquire good and marketable title to the Assets, free and clear of all liens, charges, encumbrances, security interests or claims whatsoever. The Assets include all properties and assets used in the operations of the Business as currently conducted. All such properties and assets are in good condition and repair, consistent with their respective ages, and have been maintained and serviced in accordance with the normal practices of the Company and as necessary in the normal course of business. None of the Assets is subject to any liens, charges, encumbrances or security interests, except as set forth in Exhibit B. None of the Assets (or uses to which they are put) fails to conform with any applicable agreement, law, ordinance or regulation in a manner which could reasonably be expected to have a Material Adverse Effect. The books and records of the Company accurately reflect the materials of customers and clients held on the premises of the Company.
Title to Assets; Condition of Property. (a) Except as reflected in Section 4.10(a) in the Disclosure Schedule, the Seller has good and marketable title to all of the Purchased Assets, free and clear of any and all Encumbrances, except for (i) mechanics', carriers', workmen's, warehousemen's, repairmen's or other like liens arising or incurred in the ordinary course of business, (ii) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, (iii) other imperfections of title, restrictions or encumbrances, if any, which liens, imperfections of title, restrictions or other encumbrances do not materially impair the marketability or use of the affected asset in any material way. Except as set forth in Section 4.10(a) of the Disclosure Schedule, the Purchased Assets are all of the properties and assets that are material to the Brookfield Business as currently conducted.
Title to Assets; Condition of Property. (a) Each of the Companies has good title to all of their respective Assets, including without limitation, the Assets reflected on the 1997 Balance Sheet (except for Inventory sold, used or consumed and Receivables collected or written off since the 1997 Balance Sheet Date, in any case, in the ordinary course of business consistent with past practices), free and clear of all Liens, except for Permitted Liens. None of the Stockholders (other than in their capacities as such) nor any other affiliate of either of the Companies nor any other Person has any right to or interest in the Business or in any of the Assets or any of the proceeds thereof. The Assets constitute all of the assets used in the operations of, and necessary to operate, the Business as presently conducted. Each of the Companies has the right, power and authority to sell and transfer all of their respective portion of the Assets to the Purchaser, and upon such sale and transfer, and subject to the Purchaser's satisfaction of the closing condition set forth in Section 9.08 hereof, the Purchaser will acquire good and valid title to the Assets, free and clear of all Liens, except for Permitted Liens (including the Liens set forth in clause (iii) of the definition of Permitted Liens).
