Assets – In General. Except as set forth on Schedule 3.13 of the Disclosure Schedules, the assets and rights of the Companies include (a) all of the assets and rights of the Companies that were used in the conduct of their businesses as of December 31, 2005, subject to such changes as have occurred in the ordinary course of business since December 31, 2005, and (b) all assets reflected in the December 2005 Financial Statements, subject to such changes as have occurred in the ordinary course of business since December 31, 2005. Except as set forth on Schedule 3.13 of the Disclosure Schedules, each of the Companies, has good and marketable title to all of their respective assets, free and clear of any Lien. Except as set forth on Schedule 3.13 of the Disclosure Schedules, all assets necessary for the conduct of the business of the Companies in accordance with past practice are (a) in good operating condition and repair, ordinary wear and tear excepted, (b) not in need of maintenance or repair, except for ordinary routine maintenance or repairs that are not material in nature or cost, and (c) adequate and sufficient for the continuing conduct of the businesses of the Companies as conducted prior to the date hereof.
Assets – In General. Except as set forth on Section 3.13 of the Disclosure Schedule, the assets and rights of Synergy and the Acquired Subsidiaries include (a) all of the assets and rights of Synergy and the Acquired Subsidiaries that were material to the conduct of their businesses as conducted as of December 31, 2003, subject to such changes as have occurred in the ordinary course of business since December 31, 2003, and (b) all material assets reflected in the December 2003 Financial Statements, subject to such changes as have occurred in the ordinary course of business since December 31, 2003. Except as set forth on Section 3.13 of the Disclosure Schedule, Synergy and each of the Acquired Subsidiaries, has good and marketable title to all of their respective assets, free and clear of any Lien other than the Permitted Encumbrances. Except as set forth on Section 3.13 of the Disclosure Schedule, all assets necessary for the conduct of the business of Synergy and the Acquired Subsidiaries in accordance with past practice are (i) in good operating condition and repair, ordinary wear and tear excepted, (ii) not in need of maintenance or repair, except for ordinary routine maintenance or repairs that are not material in nature or cost, and (iii) adequate and sufficient for the continuing conduct of the businesses of Synergy and the Acquired Subsidiaries as conducted prior to the date hereof.
Assets – In General. After giving effect to the Contemplated Transactions, the assets and rights of DERMAdoctor include (a) all of the assets, property and rights of every type and description, whether real or personal, tangible or intangible, of DERMAdoctor that are used in or necessary for the conduct of the Business as conducted on the Effective Date and on at least substantially the same economic basis and (b) all assets necessary for the conduct of the Business reflected in the Full Year Financial Statements, subject to such changes as have occurred in the ordinary course of business since December 31, 2020. DERMAdoctor has good and marketable title to all of its assets, free and clear of any Lien other than Permitted Encumbrances. Except as set forth on Schedule 4.13 of the Disclosure Schedules, (i) all material assets necessary for the conduct of the Business in accordance with past practice are in good operating condition and repair, ordinary wear and tear excepted, and (ii) all assets are adequate and sufficient for the continuing conduct of the Business as conducted as of the Effective Date.
Assets – In General. Except as set forth on Schedule 4.13 of the Disclosure Schedules, the assets and rights of NSS include (a) all of the assets and rights of NSS that were used in the conduct of its business as conducted on the Agreement Date and (b) all assets reflected in the December 31, 2006 Financial Statements, subject to such changes as have occurred in the ordinary course of business since December 31, 2006. Except as set forth on Schedule 4.13 of the Disclosure Schedules, NSS has good and marketable title to all of its assets, free and clear of any Lien other then Permitted Encumbrances. Except as set forth on Schedule 4.13 of the Disclosure Schedules, (i) all material assets necessary for the conduct of NSS’ business in accordance with past practice are in good operating condition and repair, ordinary wear and tear excepted, and (ii) all assets of NSS are adequate and sufficient for the continuing conduct of NSS’ businesses as conducted prior to the Agreement Date.
Assets – In General. Except as set forth on Schedule 2.9, the assets and rights of the Company include all assets reflected in the Company Financial Schedules, subject to such changes as have occurred in the Ordinary Course. Except as set forth on Schedule 2.9, the Company has good and marketable title to all of its assets, or, in the case of leased properties and assets, valid leasehold interests in such leased properties and assets, free and clear of any Lien, except for Permitted Liens. Except as set forth on Schedule 2.9, all assets reasonably necessary for the conduct of the business of the Company in accordance with past practice are (a) in satisfactory operating condition and repair, ordinary wear and tear excepted, (b) not in need of maintenance or repair, except for ordinary routine maintenance or repairs, that are not material in nature or cost, and (c) adequate and sufficient for the continuing conduct of the business of the Company as generally conducted prior to the date hereof.
Assets – In General. (a) Duke City has good and merchantable or marketable, and insurable, title to all the properties and assets used in connection with Duke City'S business, free and clear of any lien or encumbrance other than (i) as set forth on Schedule 3.14, or (ii) liens and encumbrances which do not and will not, ------------- singly or in the aggregate, have a Material Adverse Effect.
(b) All leases pursuant to which Duke City leases to or from third parties real property, or material amounts of personal property, are valid, binding and enforceable in accordance with their terms, and are in full force and effect. Other than as described in Schedule 3.10, there are no existing ------------- defaults by Duke City under such leases. Those defaults described in Schedule -------- 3.10 are not material defaults, and accordingly no event of default has occurred ---- which (whether with or without notice, lapse of time or
(c) None of the Duke City Parties Know of any potential action by any party, governmental or other, or proceedings with respect thereto that have been instituted that would have a Material Adverse Effect.
Assets – In General. Except as set forth on Section 3.13 of the Disclosure Schedule, the assets and rights of Caliber and the Acquired Subsidiaries include (a) all of the assets and rights of Caliber and the Acquired Subsidiaries that were used in the conduct of their businesses as conducted prior to December 31, 2004, subject to such changes as have occurred in the ordinary course of business since December 31, 2004, and (b) all assets reflected in the December 2004 Financial Statements, subject to such changes as have occurred in the ordinary course of business since December 31, 2004. Except as set forth on Section 3.13 of the Disclosure Schedule, Caliber and each of the Acquired Subsidiaries, has good and marketable title to all of their respective assets, free and clear of any Lien. Except as set forth on Section 3.13 of the Disclosure Schedule, all assets necessary for the conduct of the business of Caliber and the Acquired Subsidiaries in accordance with past practice are (i) in good operating condition and repair, ordinary wear and tear excepted, (ii) not in need of maintenance or repair, except for ordinary routine maintenance or repairs that are not material in nature or cost, and (iii) adequate and sufficient for the continuing conduct of the businesses of Caliber and the Acquired Subsidiaries as conducted prior to the date hereof.
Assets – In General. The assets and rights of Deltek and the Subsidiaries include all of the assets and rights of Deltek and the Subsidiaries which were used in the conduct of their businesses as conducted as of December 31, 2003, subject to such changes as have occurred in the ordinary course of business since December 31, 2003. All of such assets necessary for the conduct of the businesses of Deltek and the Subsidiaries as of December 31, 2003 are (i) in normal operating condition and repair, ordinary wear and tear excepted, (ii) not in need of maintenance or repair, except for ordinary routine maintenance or repairs that are not material in nature or cost, and (iii) adequate and sufficient for the continuing conduct of the businesses of Deltek and the Subsidiaries as presently conducted.
Assets – In General. Except as set forth on Schedule 3.13 of the Disclosure Schedules, the assets and rights of ATS and the Acquired Subsidiaries include (a) all of the assets and rights of ATS and the Acquired Subsidiaries that were used in the conduct of their businesses as of October 31, 2005, subject to such changes as have occurred in the ordinary course of business since October 31, 2005, and (b) all assets reflected in the October 2005 Financial Statements, subject to such changes as have occurred in the ordinary course of business since October 31, 2005. Except as set forth on Schedule 3.13 of the Disclosure Schedules, ATS and each of the Acquired Subsidiaries, has good and marketable title to all of their respective assets, free and clear of any Lien. Except as set forth on Schedule 3.13 of the Disclosure Schedules, all assets necessary for the conduct of the business of ATS and the Acquired Subsidiaries in accordance with past practice are (i) in good operating condition and repair, ordinary wear and tear excepted, (ii) not in need of maintenance or repair, except for ordinary routine maintenance or repairs that are not material in nature or cost, and (iii) adequate and sufficient for the continuing conduct of the businesses of ATS and the Acquired Subsidiaries as conducted prior to the date hereof.
Assets – In General. Except as set forth on Schedule 3.13 of the Disclosure Schedules, the assets and rights of PMG include (a) all of the assets and rights of PMG that were used in the conduct of its business as conducted on the Effective Date and (b) all assets reflected in the December 31, 2006 Financial Statements, subject to such changes as have occurred in the ordinary course of business since December 31, 2006. Except as set forth on Schedule 3.13 of the Disclosure Schedules, PMG has good and marketable title to all of its assets, free and clear of any Lien other then Permitted Encumbrances. Except as set forth on Schedule 3.13 of the Disclosure Schedules, (i) all material assets necessary for the conduct of PMG’s business in accordance with past practice are in good operating condition and repair, ordinary wear and tear excepted, and (ii) all assets of PMG are adequate and sufficient for the continuing conduct of PMG’s businesses as conducted prior to the Effective Date.
