Adequacy; Condition. Except as set ------------------- forth on Schedule 3.1(g)(iii), the tangible, intangible, and other assets, plants and facilities owned by the Acquired Companies (A) are adequate for the operation of the Business, (B) are adequate for the uses to which they are being put or would be put in the Ordinary Course of Business and (C) are in good working order and condition, ordinary wear and tear excepted, in each case, other than as would not constitute a material adverse consequence on the Business. Prior to the Closing, Seller shall have transferred or caused the transfer of ownership of any assets related to the operation of the Business and that are set forth in the Financial Statements or located at the premises of the Business but held by Seller or any of Seller's Affiliates other than the Acquired Companies to the appropriate Acquired Company. As used in this Agreement, an action in the "Ordinary Course of Business" shall mean an action taken by the Acquired Companies if (i) such action is taken in normal operation, consistent with past practices and, in the good faith judgment of the Acquired Companies, is not likely to result in a Material Adverse Effect, (ii) such action is not required to be authorized by the Shareholders, Board of Directors or any committee of the Board of the Directors of Seller and (iii) does not require any separate or special authorization or consent of any nature by any Governmental Authority or third party. As used in this Agreement, "Material Adverse Effect" means a material
Adequacy; Condition. Except as set forth in Schedule 2.4(c) ------------------- --------------- or except as otherwise disclosed to Buyer in writing prior to the Closing: (i) to the best knowledge of the Shareholders, Royal Hospitality, the Company and Surgi-Pack, the Properties are in good repair and condition subject to reasonable wear and tear and structurally and mechanically sound, as applicable; and (ii) none of the Shareholders, the Company or Surgi-Pack have received notice of any violation (which has not been cured) of, and to the best knowledge of the Shareholders, Royal Hospitality, the Company and Surgi-Pack, each of the Company and Surgi-Pack is in material compliance with all applicable material building, zoning, land use or other similar statutes, laws, ordinances, regulations, permits, health and safety codes or other requirements in respect of any properties subject to a Lease.
Adequacy; Condition. Except as set forth on SCHEDULE 4.13: (a) the real and personal properties owned or leased by NATN are adequate for the conduct of its business as currently conducted; (b) NATN is not and has not been, to its knowledge, in violation, in any material respect, of any applicable building, zoning, environmental, health, safety or other law, ordinance or regulation in respect of such property, structures or equipment; (c) NATN has not received notice or has knowledge of (i) any pending or contemplated condemnation or eminent domain proceeding affecting such property, (ii) any proposal for increasing the assessed value of such property for state, county, local or other ad valorem taxes, or (iii) any pending or contemplated proceedings or public improvements which could or might result in the levy of any special tax or assessment of a material nature or amount against such property; and (d) there are no outstanding requirements or recommendations by NATN's insurance companies requiring or recommending any repairs or work of a material nature or amount to be done with respect to such property or any basis for such. Except as set forth in SCHEDULE 4.13, consummation of the transactions contemplated by this Agreement will not alter the rights or impair the ability of the Surviving Corporation to use such properties in the conduct of its business as it is now being conduced.
Adequacy; Condition. Except as set forth on Schedule 4.7, the real properties and the personal and mixed properties owned or leased by Target and used in the operation of the Business (collectively the "Properties") are in good operating condition in all material respects for the conduct of the Business as presently conducted. No person other than Target is entitled to possess or use any of the Properties. Target owns or leases all Properties which are necessary to conduct the Business as it is currently conducted.
Adequacy; Condition. Except as set forth in Schedule 3.3(b), to the best of Seller's knowledge: (i) the Properties are free from defects which would materially impair their use by Buyer; (ii) the Properties which are material to the operation of Seller's business are structurally or mechanically (as applicable) sound and in good repair and operating condition, normal wear and tear excepted; and (iii) Seller has not received notice of violation, and is not in violation, of any applicable building, zoning, land use or other similar statutes, laws, ordinances, regulations, permits, health and safety codes or other requirements in respect of any of the Properties.
Adequacy; Condition. Except as set forth in ------------------- Schedule 3.4(f): (i) the Personal Property is in good repair and condition --------------- subject to reasonable wear and tear and structurally and mechanically sound, as applicable; and (ii) Sellers have not received notice of any violation of, and Sellers are in compliance with, all rules, regulations, permits or other requirements in respect thereof. Sellers have good, valid and marketable title (free and clear of all liens other than Permitted Encumbrances) to, or legal and valid rights under subsisting leases or licenses to use, all of the Assets. There is no factor or condition affecting the Assets that is interfering or could be expected to interfere with the operation of the Business.
