Assets of the Company. Any indemnification under this Article VIII shall be satisfied solely out of the assets of the Company. No debt shall be incurred by the Company or the Member in order to provide a source of funds for any indemnity, and the Member shall not have any liability (or any liability to make any additional Capital Contribution) on account thereof.
Assets of the Company. Any indemnification under this Section 4.15 shall be satisfied solely out of the assets of the Company, and no Member shall be subject to personal liability or required to fund or cause to be funded any obligation by reason of these indemnification provisions.
Assets of the Company. The Company owns, or has valid leasehold interests in, or licenses to, all of the assets required or necessary to operate the Business of the Company as it is now being conducted. Except for liens reflected on the May 31, 2008 balance sheet, or on Schedule 3.5 hereof, the Company’s assets are free and clear of all liens.
Assets of the Company. The Company shall contribute, transfer or assign all of its material, tangible assets, other than its right, title and interest in the Note Collateral, to NLC or any other Subsidiary as soon as reasonably practicable after the Company has the legal right to contribute, transfer or assign such material, tangible assets, whether such assets are owned on the date hereof or subsequently become owned by the Company; provided, however, that nothing contained in this Section 4.22 shall require the Company to contribute, transfer or assign its right, title and interest in cash and/or cash equivalents to NLC or any other Subsidiary.
Assets of the Company. (a) Except as set forth on Schedule 4.4(a), the Company has good title to, or the right to use pursuant to valid leases or licenses, all assets necessary or appropriate for the continued operation of the Company’s business, free and clear of all liens, charges, encumbrances, or other claims (other than Permitted Liens).
(b) The assets owned, leased, or licensed by the Company constitute all assets used or held for use by the Company, and such assets are adequate in all material respects to carry on the operations of the Company as such operations are presently conducted. Except as described on Schedule 4.4(b), all properties and assets of the Company are in good operating condition and repair, free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of normal operations), ordinary wear and tear excepted, and are available for immediate use in the conduct of the operations of the Company.
Assets of the Company. The Company has perfect title to all of the tangible or intangible property listed in the Financial Statements, including such assets that were acquired subsequent to the last balance sheet corresponding to the normal course of business. None of the assets of the Company are subject to encumbrances, pledges or claims of any type whatsoever. The assets currently used by the Company in its operations are in good condition and have been maintained and cared for according to their intended use. Appendix 4.7 herein lists the assets owned by the Company.
Assets of the Company. (a) The Assets of the Company and other assets reflected in the Books and Records of the Company constitute all of the assets and rights which are used or useful in the Business as currently conducted and presently proposed to be conducted;
(b) The Company has good and marketable title to, or a valid leasehold interest in or other rights to use (which other rights to use are described on the attached Schedule 4.7), all properties and assets used by it in the Business of the Company, located on its premises, shown on the Latest Company Balance Sheet or acquired by the Company since the date of the Latest Company Balance Sheet, in the each case free and clear of all Liens, other than Permitted Liens, and other than (i) properties and assets disposed of in the ordinary course of business and consistent with the Company's past practice by the Company since the date of the Latest Company Balance Sheet (which disposals do not exceed $25,000 in the aggregate) and (ii) Liens disclosed on the Latest Company Balance Sheet (including any notes thereto); and
(c) The Company's equipment and other tangible assets, and the equipment and tangible assets of each Subsidiary of the Company, are in good operating condition (subject to normal wear and tear) and fit for use in the ordinary course of business of the Company and its Subsidiaries and consistent with its past practice.
Assets of the Company. The Company does not hold or own any assets other than the Receivables and the other Company Assets. The Company has good and valid title to the Receivables and all other Company Assets, in each case free and clear of all mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, restrictions or encumbrances of any kind (collectively, “Liens”). None of the Mortgage Contracts or Non-Mortgage Contracts that constitute or evidence the Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person (other than the Administrative Agent).
Assets of the Company. The Assets included in the Accounts as well as any Asset acquired since the Balance Sheet Date, save for those disposed of since the Balance Sheet Date in the Ordinary Course of Business, are legally and beneficially owned by the Company and, other than disclosed in the Disclosure Letter or in the Ordinary Course of Business, free from any Security and not the subject of any agreement for lease, hire purchase, conditional purchase or sale on deferred terms save as disclosed in the Accounts and are in the possession and under the control of the Company. The Assets not owned by the Company but rented or used by the Company are effectively used pursuant to a valid title. The Assets comprise all the assets necessary to enable the Company to carry on the Business as presently conducted fully and effectively in the ordinary course. The Assets acquired or disposed of by the Company since the Balance Sheet Date have been so acquired or disposed of in the Ordinary Course of Business. Except as disclosed in the Disclosure Letter and for disposals in the Ordinary Course of Business or for financing purposes, on the Closing Date, the Company will be the full owner of the Assets disclosed in the Accounts. No Asset is the subject of any Security. ----------------------------------------------------------------------------- 22 The Assets are in good working order and have been regularly and properly maintained and are all capable and will remain capable of doing the work for which they were designed or acquired, fair wear and tear excepted. The receivables stated in the Accounts shall be recoverable save as disclosed and provisioned for in the Accounts.
Assets of the Company. Any indemnification pursuant to Section 15.2 shall be satisfied solely out of the assets of the Company. No Member shall be subject to personal liability or required to fund or to cause to be funded any obligation by reason of these indemnification provisions.
