Common use of Assets; Licenses, Permits, etc Clause in Contracts

Assets; Licenses, Permits, etc. The Assets include all property and assets, real, personal and mixed, tangible and intangible, including, without limitation, leases and contracts, equipment, instruments, computer software used in connection with the equipment or instruments, Permits, personal property, furniture, business records and other assets that are used primarily in or are materially relied on for the Assets Related Business conducted by PC and Moadel prior to the Closing. Except as set forth on Schedule 3.6(a), PC has good and marketable title to all of the Assets, free and clear of all liens, security interests, claims, rights of another, and encumbrances of any kind whatsoever. The Assets are in good operating condition and repair, subject to ordinary wear and tear, taking into account the respective ages of the properties involved and are all that are necessary for the Assets Related Business conducted by PC and Moadel prior to the Closing. Attached hereto as Schedule 3.6(b) is a list and description of all federal, state, county, and local governmental licenses, certificates, certificates of need, permits, waivers, filings and orders held or applied for by PC or Moadel and used or relied on (or to be used or relied on) in connection with the Assets or the Business ("Permits"). PC and Moadel have complied in all material respects, and PC and Moadel are in compliance in all material respects, with the terms and conditions of any such Permits. No additional Permit is required from any federal, state, county, or local governmental agency or body thereof in connection with the conduct of the Business. No claim has been made by any governmental authority (and, to the knowledge of Moadel and PC, no such claim has been threatened) to the effect that a Permit not possessed by PC or Moadel is necessary in respect of the Business. Except as specifically noted on Schedule 3.6(b), no Permit is or will be adversely affected by the consummation of the transactions contemplated by this Agreement.

Assets; Licenses, Permits, etc. The Assets include all property and assets, real, personal and mixed, tangible and intangible, including, without limitation, leases and contracts, equipment, instruments, computer software used in connection with the equipment or instruments, Permits, personal property, furniture, business records and other assets that are used primarily in or are materially relied on for the Assets Related Business conducted by PC VCC and Moadel Couch prior to the Closing. Except as set forth on Schedule 3.6(a), PC VCC has good and marketable title to all of the Assets, free and clear of all liens, security interests, claims, rights of another, and encumbrances of any kind whatsoever. The Assets are in good operating condition and repair, subject to ordinary wear and tear, taking into account the respective ages of the properties involved and are all that are necessary for the Assets Related Business conducted by PC VCC and Moadel Couch prior to the Closing. Attached hereto as Schedule 3.6(b) is a list and description of all federal, state, county, and local governmental licenses, certificates, certificates of need, permits, waivers, filings and orders held or applied for by PC VCC or Moadel Couch and used or relied on (or to be used or relied on) in connection with the Assets or the Business ("Permits"). PC VCC and Moadel Couch have complied in all material respects, and PC VCC and Moadel Couch are in compliance in all material respects, with the terms and conditions of any such Permits. No additional Permit is required from any federal, state, county, or local governmental agency or body thereof in connection with the conduct of the Business. No claim has been made by any governmental authority (and, to the knowledge of Moadel VCC and PCCouch, no such claim has been threatened) to the effect that a Permit not possessed by PC VCC or Moadel Couch is necessary in respect of the Business. Except as specifically noted on Schedule 3.6(b), no Permit is or will be adversely affected by the consummation of the transactions contemplated by this Agreement.

Assets; Licenses, Permits, etc. The Other than the personnel, the Assets include all property and assets, real, personal and mixed, tangible and intangibleintangible (other than goodwill), including, without limitation, leases and contracts, equipment, instruments, computer software used in connection with the equipment or instruments, Permits, personal property, furniture, business records and other assets that are necessary in the Business as conducted prior to the Closing Date, or used primarily in or are in, materially relied on for the Assets Related Business conducted by PC and Moadel prior for, or substantially related to the Closingconduct of the Business by Seller as it exists on the Closing Date. Except as set forth on Schedule 3.6(a), PC Seller has good and marketable title to all of the Assets, in each case free and clear of all liens, security interests, claims, rights of another, and encumbrances of any kind whatsoever. The Assets are in good operating condition and repair, subject to ordinary wear and tear, taking into account the respective ages of the properties involved and are all that are necessary for the Assets Related Business conducted by PC and Moadel prior to conduct of the ClosingBusiness. Attached hereto as Schedule 3.6(b) is a list and description of all federal, state, county, and local governmental licenses, certificates, certificates of need, permits, waivers, filings and orders held or applied for by PC or Moadel Seller and used or relied on (or to be used or relied on) in connection with the Assets or the Business ("Permits"). PC and Moadel have Seller has complied in all material respects, and PC and Moadel are Seller is in compliance in all material respects, with the terms and conditions of any such Permits. No additional Permit is required from any federal, state, county, or local governmental agency or body thereof in connection with the conduct of the BusinessBusiness as presently conducted (provided that, with respect to any Permit required under a Law regulating or legislating the provision of healthcare or the practice of medicine, this representation shall be limited to the actual knowledge possessed by Seller and Caster on the Closing Date). No claim has been made by any governmental authority (and, to the knowledge of Moadel Caster and PCSeller, no such claim has been threatened) to the effect that a Permit not possessed by PC or Moadel Seller is necessary in respect of the Business. Except as specifically noted on Schedule 3.6(b), no Permit is or will be adversely affected by the consummation of the transactions contemplated by this AgreementAgreement (provided that, with respect to any Permit required under a Law regulating or legislating the provision of healthcare or the practice of medicine, this representation shall be limited to the actual knowledge possessed by Seller and Caster on the Closing Date).